Operating Code for Standing Committee on Documents of Governance

 

 

General Duties

  1. The Documents of Governance Committee is a standing committee of the Academy appointed to conform to the provisions set forth in the By-Laws, Article IX, Section 5(c).
  2. The Committee shall consist of three Fellows.
  3. The Chair is the immediate Past-President (i.e. the year following the term as Past-President). The two other Committee members are appointed by the President.
  4. The Articles of Incorporation may be amended only by mail or electronic vote of Active Fellows following the submission of the proposed amendment in writing at least 30 days prior to the Annual Meeting to Active Fellows and subsequent discussion at the Annual Meeting.
  5. The By-Laws of the Constitution may be amended by vote at the Annual Meeting following submission of the proposal to the membership in writing 30 days in advance of the meeting or by email vote following the discussion of the proposed change at the Annual Meeting.
  6. The two primary duties of this Committee relate to issues involving amendments and changes to the Articles of Incorporation and the By-Laws.

    1. Articles of Incorporation

      1. To frame amendments to the Articles of Incorporation and the reasons for the amendments which provide for changes that are initiated by the Executive Committee or by the membership at the Annual Meeting.
      2. To propose needed changes in the wording of the Articles of Incorporation which will clarify the meaning or content, and process them as specified in 3, 4, and 5 below.
      3. To arrange for the proposal to be emailed to all Active Fellows at least 30 days prior to the next Annual Meeting.
      4. To present the proposed amendments to the membership at the Annual Meeting for discussion.
      5. To arrange for an email vote following the Annual Meeting. The Articles of Incorporation may only be amended by email vote (By-Laws Article XIII, Section 2)
    2. By-Laws

      1. To study the By-Laws relative to the developing functions of the Academy and, accordingly, to propose consideration of needed revisions to the President. In addition, the committee reviews recommended revisions proposed by the Executive Committee and makes a final decision on changes and course of action.
      2. To frame amendments to the By-Laws and the reasons for the amendments when proposed changes are initiated and discussed at the Annual Meeting, and to arrange for an email vote (if required) on the proposed amendments following the Annual Meeting, in accordance with By-Laws Article XIII, Section 2.
      3. To frame amendments to the By-Laws and the reasons for the amendments with actions taken by the Executive Committee and to arrange for the proposal to be emailed to all Active Fellows at least 30 days prior to the Annual Meeting. To present the proposed amendment to the membership at the Annual Meeting for final action. Members not in attendance may register their votes by proxy (By-Laws Article XIII, Section 2).
      4. To propose needed changes in the wording of the By-Laws which will clarify the meaning or intent, and process them according to 2 or 3, above.
  7. The Committee should cooperate with the Business Manager in preparing copies of the By-Laws to include all adopted changes.
  8. The Committee Chair will prepare at least 30 days prior to the Annual Meeting a report of the year’s work of the Committee and include in the annual report any recommendations for needed changes in the Committee’s operating code.
  9. Following the Annual Meeting, the Chair shall turn over to the incoming Chair those contents of the Committee’s files that are judged to be helpful to the work of the new Committee.