Ahead of this Sunday’s vote, tune into ACB Media 10 to hear a reading of the proposed amendments to ACB’s constitution and bylaws addressing remote meeting and remote voting. This segment is now playing on rotation for those who are interested in hearing them read aloud. Listen your device or visit www.acbmedia.org/streams.
At the conclusion of regular business at the ACB conference and convention on July 23, 2021, it was moved, seconded, and adopted as follows:
Motion:
Moved: that upon the conclusion of regular convention business, this convention be adjourned until Saturday, August 14, 2021, at 8 p.m. Eastern Daylight Time, for a special order of business for the consideration of such amendments to the ACB Constitution and Bylaws as may be necessary to align its meeting and voting practices with the provisions of the District of Columbia Nonprofit Corporation Act of 2010.
Pursuant to that motion, the Constitution and Bylaws Committee met in open session on July 29th, August 5th, and August 10th, (in addition to individual committee members' participation in several other public/online discussion forums), to receive input on circulated proposed drafts of Constitutional and bylaw amendments consistent with the objective stated in the above-quoted motion.
The Constitution and Bylaws committee is therefore pleased to submit the proposed amendments to ACB's constitution and bylaws set forth below.
The committee also offers the following comments:
- With amendments to existing Article XI of the ACB Constitution not being strictly necessary to achieve the objective stated in the motion pursuant to which this committee was convened, all previous proposed amendments to that article have been withdrawn.
- Regarding the proposed concluding sentence to Constitution Article IX, all language from "by means of ..." to the end of the sentence is taken directly from the D.C. Nonprofit Corporation Act of 2010, § 29-405.01(e), (annual/regular meetings), and § 29-405.02(f), (special meetings).
- Given the terms of the above-quoted motion and the unified/interconnected nature of the proposed amendments set forth below, this committee strongly urges that they ultimately be acted on as a whole to avoid the potential for irremediable inconsistencies.
- This committee recommends a "do pass" on all amendments set forth below, both individually and collectively.
Respectfully submitted,
John A. McCann
Vice chair, ACB Constitution and Bylaws Committee
Proposed Amendments to ACB's Constitution and Bylaws Addressing Remote Meetings and Remote Voting
Article III, Section C, current language:
C. Voting: Each voting member attending an annual conference and convention shall be entitled to one (1) vote, provided that the person was a member prior to the record date of the conference and convention, which shall be thirty (30) days prior to the opening meeting. In addition, official delegates from affiliates shall cast the number of votes to which their organization is entitled as provided in the Bylaws. Voting on all issues at an annual conference and convention shall be conducted in one (1) of two (2) ways: voice vote, by which the presiding officer calls for the oral ayes and then for the oral nays, or record vote. A record vote shall be composed of two (2) distinct components: a secret ballot vote by which the individual votes of certified voting members are taken, to be conducted in a manner as provided for in the Bylaws, and a roll call of affiliates by which official affiliate delegates shall announce the votes of their respective organizations. Elections where there are contests of officers, directors and members of the Board of Publications must be conducted by record vote. If a voice vote on any issue, in the opinion of the presiding officer, is too close to determine the result, the presiding officer shall have the discretion to order a record vote on the issue. A record vote on any issue shall also be ordered by the presiding officer if any twenty-five (25) certified voting members and/or members at large identify themselves from the floor of the conference and convention and request a record vote.
Proposed Replacement:
C. Voting: Each certified member of this organization shall be entitled to one (1) vote at any annual or special meeting, provided that the person was a certified member as of the established record date of such meeting, which shall be thirty (30) days before such meeting, or in the case of the annual conference and convention, the opening session. In addition, official delegates from affiliates shall cast the number of votes to which their organization is entitled as provided in the Bylaws. Voting on all issues at any meeting shall be conducted in one (1) of two (2) ways: voice vote or record vote. For voice votes, "in person" attendees shall vote via oral ayes and nays; virtual attendees shall cast votes by any protocol provided for by the adopted remote meeting platform or client program. A record vote shall be composed of two (2) distinct components: a secret ballot vote conducted in the manner prescribed in the bylaws, and a roll call of affiliates by which official affiliate delegates shall announce the votes of their respective organizations. If a voice vote on any issue, in the opinion of the presiding officer, is too close to determine the result, the presiding officer shall have the discretion to order a record vote on the issue. Contested elections and the disposition of main motions on proposed constitutional and/or bylaw amendments must be conducted via record vote. A record vote on any issue shall also be ordered by the presiding officer if any twenty-five (25) certified voting members identify themselves either from the floor of the conference and convention or via the adopted remote meeting platform or client program and request a record vote.
Article IX Meetings (unchanged):
A regular meeting of this organization shall be held once a year, to be known as the annual conference and convention. A majority of affiliate votes certified and seated at the conference and convention shall constitute a quorum to do business.
Add:
Any membership meeting, or portions thereof, may be conducted, either exclusively or as a contemporaneous hybrid component, by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
Bylaw 2 Voting, current language:
D. The secret ballot component of a record vote shall be conducted through the use of a paper ballot for each certified member.
Proposed Replacement:
D. The individual "secret ballot" component of all record votes shall be conducted using an electronic system which provides the ability to independently mark, verify and cast a secret ballot. Such voting system shall be independently accessible to all members without regard to the technology used by each member, including assistive technology.
Convention Standing Rules
Adopted by the ACB Board of Directors, May 22, 2021
- Each debatable issue before the convention shall be limited to approximately twenty (20) minutes with a three-minute time limit per speaker, alternating between affirmative and opposing speakers, unless a majority of the members agree to extend debate for an additional period of time.
A. Motions to close debate will not be recognized by the chair during the first debate period. After the first debate period, properly moved motions such as “I call for the question” or “I move the previous question” will be handled by the chair and voted on by the assembly.
B. The chair may close debate when no one seeks the floor.
C. Each member is respectfully urged to speak directly to the issue before the assembly and avoid unnecessary and time- consuming dialogue.
D. No member will be recognized a second time to debate until all who wish to debate have been recognized.
E. The parliamentarian will act as timekeeper.
- Recognition to speak will be given to those members who properly address the chair using the “raise hand” feature of the Zoom internet meeting client program, giving their names and affiliation.
- Changes to the published convention program may be proposed to the membership as deemed necessary by the presiding officer or his/her appointee. The presiding officer will explain the reason for such change and inform the assembly of their right to question the recommended modification. After this explanation, if twenty-five (25) or more members object to the proposed change by raising their hands using the Zoom meeting client, the change will then require debate and a majority vote to modify the convention program.
- Nominating and seconding speeches shall be limited to five minutes per candidate with the speaking time allocated according to the candidate's wishes. A person nominated for an office more than once shall be limited to one minute.
- When no candidate for office receives a majority vote, the election shall be between the top two candidates. Affiliate votes will be reported in whole or half numbers. In all uncontested elections as verified after three calls for additional nominations, the chair may declare the candidate elected by acclamation. “Write in” candidacies are not permitted.
- Anyone meeting the requirements for voting membership in ACB in accordance with Constitution Article III-A-1 and bylaw 1 is entitled to vote on any matter coming before the convention, provided that:
A. The person's name appears on an affiliate's certified membership list as submitted on March 15th or has been added to that list prior to the established record date for the convention, which date is thirty (30) days prior to the date of the opening session.
B. No challenges to, or questions about, a person's membership status will be considered after the close of registration on the day immediately preceding the final day on which convention business is to be conducted.
C. No challenges to, or questions about, a person's membership status will be considered during the time a record vote is being conducted.
- During the 2021 virtual conference and convention, we will ensure all members eligible to have the ability to cast their individual votes via a secret ballot. However, as it is not feasible to do so using paper as prescribed in Bylaw 2, Section D of the ACB Constitution and Bylaws, said Bylaw section is suspended only for the 2021 conference and convention per requirements of the District of Columbia Non-Profit code.