Proposed NSSA Bylaw Amendments

The NSSA Executive Committee is proposing changes to the bylaws of the Society.    The rationale, proposed changes, and details of the bylaw amendment procedure can be found below.

Rationale

While discussing the transition to new elected Executive Committee members, it was decided that the sections NSSA bylaws pertaining to Officers of the society (primarily Sections 3.1 and 5.2) were both vague and outdated regarding the length of terms for various Executive Committee members, including the Members-at-Large and Treasurer.  For example, the current bylaws state the term for Treasurer shall be 2 years, while other Executive Committee members hold 4 year terms, so this is problematic in terms of continuity. Also, the current bylaws provide for three Members-at-Large, to be nominated and selected by the other Executive Committee members, with two of these having terms of 4 years and one having a term of 3 years. As currently stands, these terms are problematic in that (1) every 12 years all of the Members-at-Large rotate off simultaneously, (2) the installation of new Members-at-Large is synchronized with turnover on elected Officers, and (3) none of the current Members-at-Large were initially informed whether they were installed with 4-year or 3-year terms. Furthermore, since ca. 2015 the Executive Committee began to nominate, select and install student and postdoc Members-at-Large to represent these constituencies on the Executive Committee. However, these additional Members-at-Large are not provided for in the bylaws.

Given these issues, a quorum of the Executive Committee decided to draft and consider changes to the bylaws that would (1) extend the term of the Treasurer to match the length of other Executive Committee members, (2) provide numbers and terms for the Members-at-Large that provide better continuity relative to the elected Officers, and (3) provide for the addition of Student and Postdoc Members-at-Large with selection procedures and terms that reflect current practice of the Executive Committee.

Proposed changes

Section 3.1

Old text

The property, affairs and business of the Corporation shall be controlled and managed by a Board of Directors consisting of up to eleven (11) persons. The number of Directors may be increased or decreased, to a number not less than three (3), from time to time by amendment to these Bylaws.

New text (changes marked in red)

The property, affairs and business of the Corporation shall be controlled and managed by a Board of Directors consisting of up to twelve (12) persons. The number of Directors may be increased or decreased, to a number not less than three (3), from time to time by amendment to these Bylaws.

Section 3.1(b)

Old text

The Members-at-Large Directors shall be elected by the Officer-Directors. Each Members-at-Large Director shall hold office until his or her successor is elected and qualified or until his or her earlier removal, resignation or death. The term of two Members-at-Large Directors shall be four years and the term of one Members-at-Large Director shall be three years, and such terms shall be staggered for purposes of diversity and continuity on the Board of Directors.

New text (changes marked in red)

Four Members-at-Large Directors shall be elected by the Officer-Directors. Each Members-at-Large Director shall hold office until his or her successor is elected and qualified or until his or her earlier removal, resignation or death. The term of all Members-at-Large Directors shall be four years. Election of Members-at-Large Directors shall be staggered such that two shall be elected every two years for purposes of diversity and continuity on the Board of Directors.

For the purposes of full representation of the neutron scattering community, two additional Members-at-Large Directors shall be elected by the Officer-Directors with terms of two years. One of these shall be a Student Member-at-Large, who shall be a graduate student at the time of election. The other shall be a Postdoc Member-at-Large, who shall be a postdoctoral researcher at the time of election.

Section 4.1

Old text

Commencing with the year 2002, the Board of Directors shall meet at least twice a year for the transaction of such business as may come before them concerning the Corporation.

New text (changes marked in red)

Commencing with the year 2019, the Board of Directors shall convene at least once per month by teleconference for the transaction of such business as may come before them concerning the Corporation.

Section 5.2

Old text

New text (changes marked in red)

Procedures for amending NSSA bylaws (emphasis added)

Section 2.6: Quorum and Vote for Action. At all meetings, the presence in person or by proxy of at least five percent (5%) of the total membership of the Corporation will constitute a quorum. Members voting by mail, facsimile, telephone, or email shall be deemed present for purposes of the quorum requirements. All actions and decisions will require an affirmative vote of a majority of the quorum.

Section 10.1: Articles of Incorporation/Bylaws. The Articles of Incorporation of the Corporation and/or these Bylaws may from time to time be amended, altered, or repealed and new provisions may be adopted (a) at a meeting of the Board of Directors or by unanimous written consent of the Board of Directors AND (b) upon submission to the membership for consideration, approval by two-thirds of the votes cast. Notice must be given of the meeting at which an amendment to the Articles of Incorporation and/or the Bylaws is to be approved and such notice must be accompanied by a copy or summary of the proposed amendment or state its general nature.

History of draft changes to NSSA by-laws

12/22/2018. By-law changes drafted for Sections 3.1 and 3.1b (regarding Members-at-Large) by Matthew Helgeson, Member-at-Large of NSSA Executive Committee.

2/5/2019. Draft changes amended based on Executive Committee feedback. Wording of proposed changes to Sections 3.1 and 3.1b was amended.

3/27/2019. Draft changes were amended to include additional changes to Sections 4.1 (Regular Meetings) and Section 5.2 (Term of Office for Treasurer).