Proposed Bylaws Amendments

August 07, 2020 4:00 PM | Colin Hahn (Administrator)

SEWI-ATD Members,

In September, you will receive a ballot asking for your vote on three proposed amendments to the chapter bylaws. The Board has recommended these amendments, and we need your approval to proceed.

The linked PDF file shows our current bylaws and the proposed amendments. Below, we have briefly described the proposed amendments and our reasons for wanting to make the changes. If you have any questions about these proposed amendments, please feel free to contact Colin Hahn at, or any other board member.

Proposed Amendment #1: Board Structure Amendment

The current SEWI-ATD Board structure lists ten roles that must be on the Board, and then allows other roles to be created in addition to those ten.

This level of detail is unusual. Many non-profit organizations choose to name a smaller number of roles (such as the President, VP, and Treasurer) and then leave other roles flexible so the Board can adapt over time.

The flexibility of altering Board roles will help our organization adapt to future needs. For instance, we have wanted to add a sponsorship role to the Board instead of assigning those responsibilities to the “special projects” role, and we have wanted to shift the “communications” role into a “marketing and communications” direction.

The proposed amendment leaves the 3 Presidency track roles and VP Finance/Treasurer role explicitly named, and says that the other roles can be modified by the Board. The amendment also requires the Board to have a minimum of 10 members so the chapter maintains a large enough Board to function effectively.

To be clear: this amendment does not eliminate any of the existing Board positions. It merely gives the Board the ability to change or rename roles in the future, without having to go through the full bylaws amendment process for each change.

The Board believes this amendment will give us the flexibility we need to continue meeting your needs and adapting to our rapidly changing environment.

Proposed Amendment #2: Immediate Past-President Amendment

In the current version of the bylaws, the Immediate Past President role is over-defined. The bylaws list some very tactical responsibilities, such as organizing the summer social. That level of detail is a problem if the Board wants to adjust our event calendar or assign those specific events to another Board member.

At the same time, the bylaws are ambiguous about who owns the succession planning process. Both the Immediate Past President and the President Elect are assigned to lead the nominating committee at various points in the text.

This amendment clarifies the Immediate Past President responsibilities. It removes the tactical language of specific events while retaining the overall responsibility of providing guidance and expertise to the Board. It also has the President-Elect lead the nominating committee. The Board felt the nominating committee was a better fit for the President-Elect because that person will be recruiting for the Board that will serve during their term as President. The Immediate Past President will still sit on that committee, ensuring that their experience is heard.

Proposed Amendment #3: Digital Changes Amendment

The Board has been considering how we can function more effectively in a digital world, and the COVID-19 pandemic added additional urgency to that transition. The proposed amendment adds language to the bylaws to clarify how Board business can be conducted when face-to-face interaction is not possible.

The key change in this amendment is the creation of a process to vote on chapter business via email. The Board examined other nonprofits to develop this process. The proposed solution requires a 14 day notice period, a written description of the action to be approved, and a unanimous vote of a quorum of board members in order to adopt the measure.

Taken together, these requirements ensure that the Board will be clear on what it is voting for. If there is any desire for further discussion, a Board member can simply vote no and seek the clarity that they need.

Next Steps

The Board has voted to recommend adoption of all three amendments. In September, all members will receive a link to vote on the proposed amendments. A majority of votes will be required for each amendment to pass.

If you have any questions about these amendments or the process, any of the Board members would be happy to answer your questions.

© Southeastern Wisconsin ATD

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Phone: 608-204-9815

Association Managers
Gale Otterson
Heather L. Dyer, CAE

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Madison, WI 53718
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