2024 Proposed Bylaw Revisions

September 13, 2024

At this year’s Annual Member Meeting, a series of bylaw revisions will be on the ballot. The blog post will help you understand the motivation for these changes and what specifically was modified. | By Brian Kloppenborg

There will be a series of proposed bylaw changes on the November ballot.

In accordance with Article 11 of our bylaws, draft bylaw changes shall be published for comment at least eight weeks prior to the annual meeting. A final version of the proposed changes will be published for approval by the voting members at least four weeks prior to the annual meeting.

Sunday, September 15, 2024 - Initial draft bylaws (linked to at the bottom of this article)
Sunday, October 13, 2024 - Final draft bylaws remain unchanged from the initial draft.
November 10, 2024 - Annual Member Meeting

Please send any comments or questions regarding the proposed revisions to the following individuals:

Richard Berry, President, AAVSO: president@aavso.org
Brian Kloppenborg, Executive Director, AAVSO: bkloppenborg@aavso.org

Article 2 - Members

The first proposed modification to the member section is the result of numerous inquiries I’ve received from teachers seeking short-term or bulk memberships for their students. Unfortunately, our bylaws have not permitted us to offer these types of memberships. To resolve this issue, we are proposing to create a new “Associate Member” category that will have greater flexibility in terms of dues and membership duration in exchange for lower membership privileges.

The second proposed modification addresses a long-standing issue with how we assess dues. In 2012, the Council authorized headquarters to switch the dues schedule from a fiscal year to calendar year basis. While the minutes indicate the Council intended to update the bylaws, no revisions were proposed at subsequent meetings. Then in December 2020, a bug in our newly released store inadvertently introduced 12-month memberships with an arbitrary start date. Rather than re-aligning everyone’s membership to the fiscal year, the Board proposes adopting a 12-month membership rolling membership like what is offered by your favorite streaming video service provider.

To implement these changes, the proposed bylaw modifications are as follows:

Section 1:
- Rename the “Member” category to “Full Member”.
- Move text regarding Dues to Article 2 Section 3 (Dues)
- Delete all language pertaining to Organizational Member - it was not being used.
- Create a new “Associate Member” category with limited membership privileges. Eligibility requirements, dues, and membership durations will be set by the Board.
Section 2:
- Update language for new “Full Member” category.
- Fix various typographical errors.
Section 3:
- Accept language regarding dues moved from Section 1.
- Change memberships from fiscal year alignment to rolling 12-month memberships.
- Prohibit dues from being paid more than 60 days in advance.
Section 5:
- Clarify that failure to pay dues will result in an automatic resignation from the Association.

Article 3 - Meeting of the Members

There are three proposed changes in this section that are relatively minor in nature.

While reviewing the bylaws we noticed that the words “Annual Meeting” and “Meeting” were used interchangeably with specific types of meetings, like the “Annual Meeting of the Members” and “Annual Meeting of the Board”. To resolve this issue, we’re proposing language that explicitly defines the meeting that is being discussed. We also noticed that the bylaws do not explicitly permit the Annual Member Meeting to be broadcast online, a service we’ve provided to the members since 2020. To address this issue, we are proposing language that allows Member Meetings to be hdl in person, virtually, or in hybrid format. Lastly, we cleaned up some language pertaining to the electronic delivery of ballots.

The specific changes are as follows:

Section 1:
- Introduce the term “Annual Member Meeting” to refer to the “Annual Meeting of the Members” and update language accordingly.
Section 2:
- Introduce the term “Special Member Meeting” to refer to the “Special Meeting of the Members” and update language accordingly.
Section 3:
- Introduce language to allow all types of Member Meetings to occur in person, virtually, or in hybrid format.
Section 4:
- Explicitly state that electronic delivery of ballots is permitted.
Section 5:
- Clarify that Quorum applies to any Membership Meeting.

Article 4 - Board of Directors

This section of the bylaws has the largest number of revisions so I will need to describe them in bulk. This year’s Nominating Committee identified several issues pertaining to Elected Directors. Foremost, the text that governed nomination, election, and terms in office was scattered over three separate articles. To clean this up, the proposed bylaws now have a dedicated section to Elected Directors. Second, the Nominating Committee indicated that the bylaws were silent on whether or not Elected Directors had to go through the nominating process, or if they were simply nominated by virtue of their prior position. The proposed bylaws now require Elected Directors to go through the nomination process when their term expires.

Section 1
- Introduce definition of “the Board”
Section 2
- Moved text pertaining to Elected Directors and cleaned up resulting text.
Section 3
- Allow the Annual Meeting of the Board to occur up to one month before the Annual Member Meeting rather than the week of the Annual Member Meeting.
Section 4, Section 13
- Fix capitalization and adopt the use of Officers, Elected Directors, and Members of the Board.

Article 5 - Elected Directors

This is an entirely new article that collects the language pertaining to Elected Directors into a single location. See the text in Article 4 above for further information on why this was necessary.

Article 6 - Officers

Minor changes were introduced to this section to clarify the meeting at which the Board is elected and update the responsibilities of the Treasurer.

Section 2:
- Clarify that the Election occurs at the Annual Meeting of the Board.
Section 7
- Update the language pertaining to the treasurer so that it is an oversight role.