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PASS: Bylaw Change 2013

- by Bill Graziano

PASS launched a Global Growth Initiative in the Summer of 2011 with the appointment of three international Board advisors. Since then we’ve thought and talked extensively about how we make PASS more relevant to our members outside the US and Canada. We’ve collected much of that discussion in our Global Growth site. You can find vision documents, plans, governance proposals, feedback sites, and transcripts of Twitter chats and town hall meetings. We also address these plans at the Board Q&A during the 2012 Summit. One of the biggest changes coming out of this process is around how we elect Board members. And that requires a change to the bylaws. We published the proposed bylaw changes as a red-lined document so you can clearly see the changes. Our goal in these bylaw changes was to address the changes required by the global growth initiatives, conduct a legal review of the document and address other minor issues in the document. There are numerous small wording changes throughout the document. For example, we replaced every reference of “The Corporation” with the word “PASS” so it now reads “PASS is organized…”. Board Composition The biggest change in these bylaw changes is how the Board is composed and elected. This discussion starts in section VI.2. This section now says that some elected directors will come from geographic regions. I think this is the best way to make sure we give all of our members a voice in the leadership of the organization. The key parts of this section are: The remaining Directors (i.e. the non-Officer Directors and non-Vendor Appointed Directors) shall be elected by the voting membership (“Elected Directors”). Elected Directors shall include representatives of defined PASS regions (“Regions”) as set forth below (“Regional Directors”) and at minimum one (1) additional Director-at-Large whose selection is not limited by region. Regional Directors shall include, but are not limited to, two (2) seats for the Region covering Canada and the United States of America. Additional Regions for the purpose of electing additional Regional Directors and additional Director-at-Large seats for the purpose of expanding the Board shall be defined by a majority vote of the current Board of Directors and must be established prior to the public call for nominations in the general election. Previously defined Regions and seats approved by the Board of Directors shall remain in effect and can only be modified by a 2/3 majority vote by the then current Board of Directors. Currently PASS has six At-Large Directors elected by the members. These changes allow for a Regional Director position that is elected by the members but must come from a particular region. It also stipulates that there must always be at least one Director-at-Large who can come from any region. We also understand that PASS is currently a very US-centric organization. Our Summit is held in America, roughly half our chapters are in the US and Canada and most of the Board members over the last ten years have come from America. We wanted to reflect that by making sure that our US and Canadian volunteers would continue to play a significant role by ensuring that two Regional seats are reserved specifically for Canada and the US. Other than that, the bylaws don’t create any specific regional seats. These rules allow us to create Regional Director seats but don’t require it. We haven’t fully discussed what the criteria will be in order for a region to have a seat designated for it or how many regions there will be. In our discussions we’ve broadly discussed regions for United States and Canada Europe, Middle East, and Africa (EMEA) Australia, New Zealand and Asia (also known as Asia Pacific or APAC) Mexico, South America, and Central America (LATAM) As you can see, our thinking is that there will be a few large regions. I’ve also considered a non-North America region that we can gradually split into the regions above as our membership grows in those areas. The regions will be defined by a policy document that will be published prior to the elections. I’m hoping that over the next year we can begin to publish more of what we do as Board-approved policy documents. While the bylaws only require a single non-region specific At-large Director, I would expect we would always have two. That way we can have one in each election. I think it’s important that we always have one seat open that anyone who is eligible to run for the Board can contest. The Board is required to have any regions defined prior to the start of the election process. Board Elections – Regional Seats We spent a lot of time discussing how the elections would work for these Regional Director seats. Ultimately we decided that the simplest solution is that every PASS member should vote for every open seat. Section VIII.3 reads: Candidates who are eligible (i.e. eligible to serve in such capacity subject to the criteria set forth herein or adopted by the Board of Directors) shall be designated to fill open Board seats in the following order of priority on the basis of total votes received: (i) full term Regional Director seats, (ii) full term Director-at-Large seats, (iii) not full term (vacated) Regional Director seats, (iv) not full term (vacated) Director-at-Large seats. For the purposes of clarity, because of eligibility requirements, it is contemplated that the candidates designated to the open Board seats may not receive more votes than certain other candidates who are not selected to the Board. We debated whether to have multiple ballots or one single ballot. Multiple ballot elections get complicated quickly. Let’s say we have a ballot for US/Canada and one for Region 2. After that we’d need a mechanism to merge those two together and come up with the winner of the at-large seat or have another election for the at-large position. We think the best way to do this is a single ballot and putting the highest vote getters into the most restrictive seats. Let’s look at an example: There are seats open for Region 1, Region 2 and at-large. The election results are as follows: Candidate A (eligible for Region 1) – 550 votes Candidate B (eligible for Region 1) – 525 votes Candidate C (eligible for Region 1) – 475 votes Candidate D (eligible for Region 2) – 125 votes Candidate E (eligible for Region 2) – 75 votes In this case, Candidate A is the winner for Region 1 and is assigned that seat. Candidate D is the winner for Region 2 and is assigned that seat. The at-large seat is filled by the high remaining vote getter which is Candidate B. The key point to understand is that we may have a situation where a person with a lower vote total is elected to a regional seat and a person with a higher vote total is excluded. This will be true whether we had multiple ballots or a single ballot. Board Elections – Vacant Seats The other change to the election process is for vacant Board seats. The actual changes are sprinkled throughout the document. Previously we didn’t have a mechanism that allowed for an election of a Board seat that we knew would be vacant in the future. The most common case is when a Board members moves to an Officer role in the middle of their term. One of the key changes is to allow the number of votes members have to match the number of open seats. This allows each voter to express their preference on all open seats. This only applies when we know about the opening prior to the call for nominations. This all means that if there’s a seat will be open at the start of the next Board term, and we know about it prior to the call for nominations, we can include that seat in the elections. Ultimately, the aim is to have PASS members decide who sits on the Board in as many situations as possible. We discussed the option of changing the bylaws to just take next highest vote-getter in all other cases. I think that’s wrong for the following reasons: All voters aren’t able to express an opinion on all candidates. If there are five people running for three seats, you can only vote for three. You have no way to express your preference between #4 and #5. Different candidates may have different information about the number of seats available. A person may learn that a Board member plans to resign at the end of the year prior to that information being made public. They may understand that the top four vote getters will end up on the Board while the rest of the members believe there are only three openings. This may affect someone’s decision to run. I don’t think this creates a transparent, fair election. Board members may use their knowledge of the election results to decide whether to remain on the Board or not. Admittedly this one is unlikely but I don’t want to create a situation where this accusation can be leveled. I think the majority of vacancies in the future will be handled through elections. The bylaw section quoted above also indicates that partial term vacancies will be filled after the full term seats are filled. Removing Directors Section VI.7 on removing directors has always had a clause that allowed members to remove an elected director. We also had a clause that allowed appointed directors to be removed. We added a clause that allows the Board to remove for cause any director with a 2/3 majority vote. The updated text reads: Any Director may be removed for cause by a 2/3 majority vote of the Board of Directors whenever in its judgment the best interests of PASS would be served thereby. Notwithstanding the foregoing, the authority of any Director to act as in an official capacity as a Director or Officer of PASS may be suspended by the Board of Directors for cause. Cause for suspension or removal of a Director shall include but not be limited to failure to meet any Board-approved performance expectations or the presence of a reason for suspension or dismissal as listed in Addendum B of these Bylaws. The first paragraph is updated and the second and third are unchanged (except cleaning up language). If you scroll down and look at Addendum B of these bylaws you find the following: Cause for suspension or dismissal of a member of the Board of Directors may include: Inability to attend Board meetings on a regular basis. Inability or unwillingness to act in a capacity designated by the Board of Directors. Failure to fulfill the responsibilities of the office. Inability to represent the Region elected to represent Failure to act in a manner consistent with PASS's Bylaws and/or policies. Misrepresentation of responsibility and/or authority. Misrepresentation of PASS. Unresolved conflict of interests with Board responsibilities. Breach of confidentiality. The bold line about your inability to represent your region is what we added to the bylaws in this revision. We also added a clause to section VII.3 allowing the Board to remove an officer. That clause is much less restrictive. It doesn’t require cause and only requires a simple majority. The Board of Directors may remove any Officer whenever in their judgment the best interests of PASS shall be served by such removal. Other There are numerous other small changes throughout the document. Proxy voting. The laws around how members and Board members proxy votes are specific in Illinois law. PASS is an Illinois corporation and is subject to Illinois laws. We changed section IV.5 to come into compliance with those laws. Specifically this says you can only vote through a proxy if you have a written proxy through your authorized attorney. English language proficiency. As we increase our global footprint we come across more members that aren’t native English speakers. The business of PASS is conducted in English and it’s important that our Board members speak English. If we get big enough to afford translators, we may be able to relax this but right now we need English language skills for effective Board members. Committees. The language around committees in section IX is old and dated. Our lawyers advised us to clean it up. This section specifically applies to any committees that the Board may form outside of portfolios. We removed the term limits, quorum and vacancies clause. We don’t currently have any committees that this would apply to. The Nominating Committee is covered elsewhere in the bylaws. Electronic Votes. The change allows the Board to vote via email but the results must be unanimous. This is to conform with Illinois state law. Immediate Past President. There was no mechanism to fill the IPP role if an outgoing President chose not to participate. We changed section VII.8 to allow the Board to invite any previous President to fill the role by majority vote. Nominations Committee. We’ve opened the language to allow for the transparent election of the Nominations Committee as outlined by the 2011 Election Review Committee. Revocation of Charters. The language surrounding the revocation of charters for local groups was flagged by the lawyers. We have allowed for the local user group to make all necessary payment before considering returning of items to PASS if required. Bylaw notification. We’ve spent countless meetings working on these bylaws with the intent to not open them again any time in the near future. Should the bylaws be opened again, we have included a clause ensuring that the PASS membership is involved. I’m proud that the Board has remained committed to transparency and accountability to members. This clause will require that same level of commitment in the future even when all the current Board members have rolled off. I think that covers everything. I’d encourage you to look through the red-line document and see the changes. It’s helpful to look at the language that’s being removed and the language that’s being added. I’m happy to answer any questions here or you can email them to [email protected].

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