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A Proposed Constitutional Change in Governance Structure for a Growing Federation

Linda Schaffner
linda@vims.edu

If you read Joy Bartholomew's "Letter from the Executive Director" in the last Newsletter you know that ERF has been growing! Ten years ago we had just over 1,000 members and five affiliate societies. Today we have over 1,500 members and seven affiliate societies. The present constitution has no provision for maintaining a balance among board members elected by the Federation's members and board members representing the Affiliates. As presently worded, the constitution also does not recognize as ex officio important contributors to the ERF Governing Board (or the Federation's governance process), including the Editors-in-Chief, Managing Editor, Education Committee Chair, and Executive Director. In addition, Section 3.9 of the bylaws defines the ERF treasurer as an ex officio board member, but this is not stated in the appropriate section of the constitution.

At the Fall 2001 meeting of the Governing Board, President Dennis Allen asked an ad hoc committee, consisting of Linda Schaffner, Holly Greening and Joy Bartholomew, to review the Federation's governance structure. The major intent was to compare our board structure to those of other scientific societies, in order to learn how we might deal with a growing number of affiliate societies and adjust for future growth in the Federation's membership.

The report we delivered at the Spring 2002 board meeting included information on governance structures of 16 scientific societies, a series of questions that served to facilitate discussion, and supporting background materials on governance for non-profit organizations. The results of a very lively and well-informed discussion, and discussions with presidents or past-presidents of other societies, led to the development of a new "straw" governance structure for consideration at the Fall 2002 board meeting. A key feature of the proposed structure is the addition of two new Member-at-Large positions, with one of the additional positions reserved for an international member of the Federation. We also recommended official recognition of the Editors-in-Chief, Managing Editor, Education Committee Chair, and Executive Director as ex officio members of the board. The governing board then approved a motion to put this proposal before the full membership.

The specific changes proposed for the ERF Constitution (version dated December 1996) are presented in the accompanying sidebar for your consideration and comment. A constitutional change ballot will be sent to the membership later this winter. Please send any comments on the proposed changes to the ERF Constitution to Linda Schaffner (linda@vims.edu) .

Section 2.1.7 Governing Board states:
"The Governing Board shall consist of ERF officers, the president or president's representative of each affiliate society, and two members elected at large. All governing Board members must be sustaining, full, family or student ERF members. The ERF President shall be Chair of the Governing Board."

The proposed change to the wording of Section 2.1.7 Governing Board is:
"The Governing Board shall consist of ERF elected officers, the president or president's representative of each affiliate society, and two four members elected at large, and appointed members who serve ex officio. One of the Member-at-Large positions will be open only to international representatives from countries outside the United States. The Editors-in-Chief, Managing Editor, Treasurer, Education Committee Chair, and Executive Director are the ex officio members of the Governing Board. All governing Board members must be sustaining, full, family or student ERF members. The ERF President shall be Chair of the Governing Board.

  Section 2.1.10 Terms of Office states:
"The President will serve a total of six years: President-elect (2), President (2), and Past president (2). The Secretary will serve a two-year term. The two Members-at-Large will serve four-year terms on a staggered basis. No elected officer shall hold successive terms in the same office. The Executive Director shall be appointed by and serve at the pleasure of the Board. Terms of elected officers and Board Members-at-Large shall expire in odd numbered years; those of representatives from affiliate societies shall expire at the end of their respective terms in affiliate society office. Expiration of terms shall be stipulated in the Bylaws."

The proposed change to the wording of Section 2.1.10 Terms of Office is:
"The President will serve a total of six years: President-elect (2), President (2), and Past president (2). The Secretary will serve a two-year term. The two four Members-at-Large will serve four-year terms on a staggered basis. No elected officer shall hold successive terms in the same office. The Executive Director shall be appointed by and serve at the pleasure of the Board. Terms of elected officers and Board Members-at-Large shall expire in odd numbered years; those of representatives from affiliate societies shall expire at the end of their respective terms in affiliate society office. Expiration of terms shall be stipulated in the Bylaws."


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