AGENDA ITEM BOARD OF DIRECTORS MEETING AMERICAN COUNCIL OF ENGINEERING COMPANIES FAIRMONT SCOTTSDALE PRINCESS RESORT, SCOTTSDALE, ARIZONA OCTOBER 27, 2013 TITLE Planning Cabinet Update: Bylaws Revisions Update ISSUE Planning Cabinet Chairman Blake Murillo will brief the Board of Directors on the comprehensive review being undertaken of the ACEC Bylaws in order to strengthen conformity with New York law and current ACEC practice. DISCUSSION Recent revisions to the New York State Not-for-Profit Corporation Act prompted a comprehensive review of the ACEC Bylaws this year by the Planning Cabinet. The purposes of the review were threefold: (1) to strengthen compliance with the New York State Not-for-Profit Corporation Act under which ACEC is incorporated; (2) to update the provisions to conform to current association best practices; and (3) to move unnecessarily detailed administrative portions of the Bylaws to the Rules of Policy and Procedure, as recommended by ACEC s outside counsel. From spring to summer 2013, the Planning Cabinet reviewed each of the articles of the Bylaws in cooperation with staff and outside counsel, producing a detailed markup of the document. This markup has been approved by the Planning Cabinet for Executive Committee consideration during the present Fall Conference, and has also been reviewed by the Bylaws and Resolutions Committee. The attachment consists of a summary of the most noteworthy proposed revisions at this time. The Board of Directors will be briefed on the current state of the review process. The present timetable calls for the full set of proposed revisions to be distributed to the Board in early 2014, well in advance of an anticipated vote on all the proposed Bylaws revisions at next year s Annual Convention. RECOMMENDATION No action required. For discussion purposes only. C. Kim 9/25/13
HIGHLIGHTS OF PROPOSED BYLAWS REVISIONS: PLANNING CABINET PROGRESS REPORT ARTICLE II. MEMBERSHIP B. Rights of Member Organizations. 2. Voting Rights. For purposes of compliance with New York state law, language will be proposed stating that the voting rights are vested in the Member Organizations through their Appointed Directors. ARTICLE III. ADMISSION AND SEPARATION A. This Section, which provides detailed admissions procedures for each class of membership, would be placed in the Rules of Policy and Procedure. 6.4 Limitations [on the Number of ACEC Fellows] Language will be proposed that the cap on the number of Fellows be removed. B. Separation 2. Expulsion Language will be recommended that the detailed certifications for Member Organization ethical compliance be removed because more effective communication procedures on such compliance are already in place. ARTICLE V. DUES AND ASSESSMENTS A. Determination of Annual Dues and Special Assessments. 1. Annual Dues. We will recommend that the text describing the detailed dues methodology in this Article be placed in the Rules of Policy and Procedure, as is common association practice. In the Bylaws, a new Article V(A)(1) could read as follows: The method of determining the dues payable by Member Firms and dues caps shall be as established by an affirmative two-thirds vote of the total eligible voting power cast by the Board of Directors. The Council will maintain records of dues rates and dues caps as set by the Board of Directors, and shall provide them to Member Organizations and Member Firms upon request. Procedures for 1
administering this Article V(A)(1) shall be established under the Council Rules of Policy and Procedure. B. Payment [of Dues]. It will be recommended that this detailed Section on payment of dues be placed in the Rules of Policy and Procedure. E. Reinstatement. This Section provides that firms that rejoin within two years must make up arrears in dues payments. We will recommend that this Section be removed. ARTICLE VI. GOVERNMENT OF THE COUNCIL (We will recommend that this title be modified to read GOVERNANCE ) A. Directors. 3. Per New York state law, language will be proposed that the terms for Directors of the Board of Directors may not exceed five years. B. Voting Power 1a. Under New York state law, each member of the Executive Committee (including the President) must be a Director. In keeping with this requirement, language will be proposed that the President shall have voting power of one vote on the Board of Directors. 3. Per New York state law, language on proxy voting by Directors will be removed. E. Mail Voting. Per New York state law, language on mail voting by Directors will be removed. F. Action Without Meeting. Per New York state law, language will be proposed that would permit Board action to take place without a meeting upon unanimous (written or electronic) consent. The intent would be to exercise this right only under emergency circumstances. ARTICLE VII. OFFICERS A. Titles and Terms of Service. 2. Certain technical revisions will be proposed regarding the description of the voting procedure for electing Officers of the Council, in order to further conform with New York state law. B. Eligibility for Office. 2
3. Vice Chairs of the Board and Treasurer. Language will be proposed that membership in a Coalition would satisfy eligibility requirements for potential nomination to these offices. C. Nominations for Office 3. For purposes of clarity, language will be proposed that the Nominating Committee shall not nominate two or more Officers from the same Member Organization in the same year. E. Succession of Officers. 3. Language will be proposed that the Chair-elect, not the Senior Vice Chair, discharge the duties of the Chair of the Board in the event that the Chair is temporarily absent or disabled. This recommendation is made on the basis of the Chair-elect having been elected as the next Chair of the Board (The Chair-elect is already first in line of succession to the Chair in the case of a permanent vacancy). ARTICLE VIII. EXECUTIVE COMMITTEE A. Composition. Under New York State law the representative of NAECE may not be a member of the Executive Committee because only Directors may serve on this Committee. Language will be proposed that an Executive Director representative of the Member Organizations may attend meetings of the Executive Committee. Furthermore, considering that NAECE now includes executives of foreign engineering associations, we may propose that NAECE be replaced with A representative of the chief staff executives of the Member Organizations. ARTICLE IX. MANAGEMENT A. Duties and Responsibilities. 5. Vice Chairs of the Board. We will recommend that the provision that Vice Chairs may be assigned administration of committees be deleted as outdated. In addition, this subsection would include a reference to the Senior Vice Chair position. 6. Treasurer. Language will be proposed to update the description of the Treasurer s duties and responsibilities. B. Budget and Accounting. 1. Budget. 3
d. Budget Adjustments. It will be recommended that this subsection be placed in the Rules of Policy and Procedure. 2. Payment of Bills. It will be recommended that this subsection be moved and updated in the Rules of Policy and Procedure. ARTICLE XI. COMMITTEES (The addition of AND COALITIONS will be recommended) A. Creation and Classification 8. Language will be proposed for a new subsection that defines the composition of the Financial Oversight Committee. 9. Language will be proposed for a new subsection on the creation of Standing Committees. 10. Language will be proposed for a new subsection that expressly provides for the creation of Coalitions as specified under the Rules of Policy and Procedure. ARTICLE XII. AMENDMENTS TO CERTIFICATE OF INCORPORATION AND BYLAWS B. Trial Waivers. It will be recommended that this Section be removed as not in keeping with association best practices. C. Kim 10/9/13 4