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].
