Notice of Proposal to Amend or Revise the Bylaws

Notice of Proposal to Amend or Revise the Bylaws

In accordance with the ASNT Bylaws Article X: Amendments, Section 2 – Notice of Proposal to Amend or Revise the Bylaws, this is notice to ASNT’s members that the Board of Directors is considering a proposal to revise the ASNT Bylaws as described below.

In accordance with Article X, Section 3, members of the Society have the right to submit questions and comments on proposed Bylaws amendments or revisions prior to the Board voting on adoption. The deadline for submitting comments or questions in response to the proposal is April 15, 2021. The Secretary will respond to all questions in writing prior to the Board’s vote.

Questions and comments may be submitted through the Q&A Discussion Board (see comment section below), in person at the virtual Town Hall meeting, or by email to secretary@asnt.org.

A virtual Town Hall Meeting which was held on March 24, 2021 at 10:00 am EDT. The Board of Directors will presented an overview of the proposal and answered member questions. A replay of the town hall is available here.

The Board of Directors will review and consider all member comments and questions prior to voting on the proposal. The Board may choose to adopt the proposal as presented or make amendments to it at their discretion. To be adopted, the proposal requires the affirmative vote of at least two-thirds (2/3) of the members of the Board of Directors.

The ASNT Bylaws dated 10/07/2020 can be referenced here.

Complete draft text of the proposed bylaws can be referenced here.

Questions and Answers to the proposed bylaws can be referenced here.

The proposed Bylaws revision is shown below and summarizes the major changes incorporated in this revision (members are advised to read the Bylaws revision in full):

1. The composition of the Board of Directors will be changed:

   Proposed

   Current

   The Board of Directors shall be composed as follows: (a) No less than fifteen (15) Directors At-Large. (b) The Chair, the President, and the Vice-President. (c) The Immediate Past Chair, who serves as an ex-officio voting Director. (d) The Executive Director, who serves as an ex-officio non-voting Director. (Article III, Section 2).

   The number of Directors shall be fixed from time to time by the Voting Members; provided, however, that at all times there shall be no less than ten (10) directors. Directors shall hold office until their successors are installed. There shall be three classes of Directors: Directors at Large, Council Directors and Ex Officio Directors (Article III, Section 2, first paragraph). The number of Council Directors elected shall be equal to the number of Councils (fifth paragraph). Ex Officio Directors shall be those individuals then serving as the Chairperson of the Board, President, Vice President, Secretary/Treasurer, Immediate Past Chairperson of Board, and Executive Director of the Society. At the conclusion of the term of Chairperson of the Board, the incumbent shall remain on the Board as the Immediate Past Chairperson and a voting member of the Board for a one-year term. This position is strictly voluntary until the elections for officers occur in October 2021 (sixth paragraph).

   The proposed composition will not change the number of directors materially from current practice.

   The Secretary/Treasurer will no longer be a director, see item 2 & 3 below.

   Council directors are eliminated in favor of additional directors at-large. Councils have been assigned to the Operations Committee for oversight and coordination.

2. Officer and director terms and selection processes will be changed:

   Proposed

   Current

   Selection procedures will be specified mostly in policies. The Voting Members shall elect five (5) Directors At-Large each year in accordance with policy. Director At-Large terms shall be three (3) years commencing on July 1st. Individuals may serve multiple terms, with no more than two terms being consecutive. Directors at-large may be elected to two consecutive terms (Article IV, Section 3). The Vice President shall be elected from among the Directors-At-Large by the Board of Directors to a term of one year commencing on July 1st. Past Chairs of the Board are ineligible for election as Vice President. Upon completion of their term, the Vice President shall succeed the President for a term of one year. Upon completion of their term, the President shall succeed the Board Chair for a term of one year. Upon completion of their term, the Board Chair shall succeed the Immediate Past Chair for a term of one year. The Secretary and Treasurer shall be appointed by the Board of Directors in accordance with policy (Article IV, Section 3). Petition and write-in processes are not allowed.

   Selection procedures for officers and directors are specified in Bylaws Article III, Section 2; Article IV, Sections 1-4; and Article VI, Section 3 and supplemented by policy. Terms of Directors at Large and Council Directors shall be for three (3) years maximum and commence immediately at the conclusion of the final Board meeting of the Annual Conference. Directors at Large terms shall be staggered so that at least three (3) are available for election by the Voting Members each year. For the purposes of staggered terms, the terms may be modified, as required (Article III, Section 2, third paragraph). The terms of the Officers shall be for one (1) year and shall commence at the conclusion of the final Board meeting of the Annual Conference, subject to earlier resignation, removal, death, or other inability to serve (Article IV, Section 3). Members may then submit additional names for each office by written petition. For the offices of the Chairperson of the Board, President and Vice President, the petition must be signed by not less than five (5) percent of the Society’s Voting Members, including at least ten (10) members each from at least ten (10) different Sections. For the office of Secretary/Treasurer, the petition must be signed by not less than two (2) percent of the Society’s Voting Members, including at least five (5) members each from at least twenty (20) different Sections. The ballot shall include the Selection Committee slate, any qualified petitioner’s name, and a space for a write-in candidate for each position. (Write-in candidates must meet the eligibility requirements specified for the position and their eligibility will be determined at the close of balloting if the vote warrants such).

   Officer and director terms will commence on July 1 each year, which is synchronized to our fiscal year, rather than on various dates tied to the Annual Conference.

   Directors at-large may be elected to 2 consecutive terms, rather than requiring a break in service of 3 years between terms.

   The Secretary/Treasurer position is being split into two positions which will be appointed by the Board of Directors. The Secretary and the Treasurer will be officers of the company to meet the requirements of Ohio law, but will not become directors or serve on the Board of Directors (unless an elected director at-large is appointed to one of the positions). However, it is anticipated that qualified staff will be appointed to these positions.

3. Committees will be changed:

   Proposed

   Current

   Only the Executive Committee is defined in the Bylaws. All other committees will be defined in policies. The Executive Committee may not (a) approve, revise or waive these Bylaws, (b) remove, elect, or appoint Officers or Directors, (c) appoint or terminate Committees of the Board, (d) hire or terminate the Executive Director, (e) establish or dissolve subsidiary corporations, or (f) dissolve the corporation.

   The Executive Committee (Article VI, Section 2), Selection Committee (Section 3) and the Operations Committee (Section 4) are defined in the Bylaws. Other committees are defined in policies. When the Board is not in session, the Executive Committee shall exercise all of the general powers of the Board except the power to fill vacancies on the Board and amend Board policies.

   The only committee remaining in the Bylaws will be the Executive Committee, which is special due to its broad range of powers that are delegated in the Bylaws. All other committees will be defined in policies.

   New limits are being imposed on the powers of the Executive Committee.

4. The Bylaws amendment and revision process will be changed:

   Proposed

   Current

   Members will be able to petition for Bylaws amendments and revisions (Article VII, Section 2). The member comment period prior to the Board voting to approve Bylaws amendments or revisions is 60 days (Article VII, Section 1, second paragraph). All questions, comments, and responses shall be published on ASNT’s member website for transparency purposes (Article VII, Section 1, second paragraph). The Chair must conduct membership meetings to discuss proposals for Bylaws amendments or revisions (Article VII, Section 1, third paragraph).

   Members may not petition for Bylaws amendments or revisions. The member comment period is 45 days. The Secretary shall respond to member comments but they are not published on the ASNT website. The Chair may conduct membership meetings to discuss proposals for Bylaws amendments or revisions.

   These changes were made to incorporate member comments provided in the prior Bylaws amendment process in October 2020.

5. Membership meeting quorum requirements will be changed:

   Proposed	Current
   At all meetings of the members the presence of at least one percent (1%) of the members being assigned to no fewer than ten (10) different sections, shall constitute a quorum for the transaction of business (Article II, Section 9).	At all annual and special meetings of the Society, a quorum shall consist of at least fifty (50) Voting Members present, in person, including at least one (1) member each from at least ten (10) different Sections (Article II, Section 7).

   The current quorum requirements were established years ago when the Society had fewer members, and when the only people who could attend membership meetings were those attending the annual conference. With a current membership of 13,000 people (with 50% located outside the U.S.), and with goals of increasing that number significantly, the committee felt adopting a slightly higher standard based on a percentage of members (rather than a fixed number) was appropriate. The proposed quorum level is 1% of members (which calculates to 130 people based on current membership); the requirement for 10 sections to be represented was retained. Since membership meetings are now held virtually, the committee feels this is a reasonable quorum requirement.

6. Member proxy voting will be changed:

   Proposed

   Current

   Proxy votes are not allowed. (Article II, Section 9).

   Voting Members may vote by proxy on a specific issue, unless otherwise limited, provided the proxy vote is: authorized in writing by the member or by a duly authorized attorney-in-fact; a clear statement of the member’s stance on the issue (in favor of, against, or abstention) and the casting of the proxy vote is as stated; used to establish the number of votes cast, but is not used to establish a quorum; and valid, being no more than thirty (30) days from the date of execution. (Article II, Section 11).

   Proxy rights were typical in societies when meetings and elections were held in-person at annual conferences. Most members could not attend conferences held outside their area, so proxy voting enabled members who could not attend the conference to have another member carry their vote to the conference. ASNT implemented electronic ballots several years ago, thereby enabling all members to easily vote in national elections and on Bylaws revisions. Over the past two years, ASNT has implemented virtual attendance for its membership meetings, enabling all members to attend meetings and register votes without needing to attend conferences in person. All ASNT members now have the ability to exercise their voting rights directly without the need for proxies