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].
