The SWTU Board of Directors asked Bob Selk to review the SWTU Bylaws and propose changes regarding the filling of director positions, making it more manageable, and address the inability to hold in-person meetings, as we have experienced the last two years. Listed below is a brief discussion of these changes and the proposed bylaw amendments. The Board unanimously approved these changes at our February 22, 2022 meeting and recommend their approval at our April 7, 2022 chapter meeting.

1. Provide Greater Flexibility in Filling Director Positions

Discussion: For the past several elections, the Nominating Committee has encountered difficulties in recruiting candidates for the Director position. Specifically, the rigidity of the requirement at Art. 6 (6) of the Chapter Bylaws, which requires that a minimum of two of the six Directors be serving their first two-year term and not have served as a Director or Officer in the eight years prior to the election.

The reason for this provision (and others limiting the length of service on the Executive Board and the Chapter Delegate position) is to avoid entrenched leadership, requiring opportunities for new leadership, and encourage innovation. The board embraces the intent of this bylaw, but finds Art. 6 (6) to be too rigid. The Board’s goal is to continue the energy, competence and innovation that has characterized Chapter activities in recent years, while providing more flexibility in the process used to select the leadership.

Bylaw Amendment

Amend Art. 6 (6) as follows:

At the Annual Meeting, an election shall be held to fill the three Director positions due to expire. The election shall be conducted in a manner that assures that, following the election, at least two of the six Directors, whether elected or appointed, are serving their first term and have not served previously as a Director or Officer in the eight years preceding the election. The nominating committee shall endeavor to include at least one nominee who has not served as Director in the eight years preceding the election

2. Inability to hold Member Meetings In-Person

Discussion: The Chapter has faced challenges in meeting and conducting business during the pandemic. Most ordinary Chapter decision making is conducted by the Executive Board and Officers. The Executive Board has been able to carry on and has met virtually and on occasion has made decisions by other electronic means.

However, the inability to safely hold member meetings has prevented the normal, in person annual election of officers, directors, and the state delegate. The Bylaws plainly contemplate that the annual meeting at which the election is held be conducted in person with the majority of members present and voting deciding the election outcome. See Art. 3 (1) and (4). All other decisions made by the members assembled contemplate the same in person procedure. See Art. 3 (4). The Bylaws do not provide an alternative means to conduct this business when circumstances may require it.

Bylaw Amendment

Add Art. 3 (6) as follows:

(6) Except under extraordinary circumstances the annual meeting and other member meetings shall be held in person. An extraordinary circumstance includes a present need to protect public health or safety by not requiring members to assemble in person in order to conduct Chapter business. Before holding a member meeting not held in person a finding of extraordinary circumstance shall be declared by resolution approved by two-thirds of the members of the Board and shall include an explanation of the circumstances that require the resolution. 

Member meetings not held in person shall be conducted by electronic means in a manner that allows for member participation functionally equivalent to or greater than member participation during an in-person meeting. The process of nominations, presentations, motions, and elections may be carried out over a period of days and voting by members may be done electronically. Other decisions that under ordinary circumstances require a vote of the members assembled may also be made over a period of days. 

In person member meetings shall resume as soon as practicable after the Board decides that the extraordinary circumstances have ended. 

Below is the process of changing a bylaw.

Article 8 – Procedure for Bylaw Amendment 

(1) Any member may propose to amend the bylaws by presenting the proposed language change in writing to the Board. Within 45 days of receipt of the proposal, the Board shall consider the proposal, develop a recommendation and schedule the proposal for consideration at a membership meeting. Prior to the membership meeting, the membership shall be provided reasonable notice of the language of the proposed amendment and the Board’s recommendation.

(2) At the membership meeting at which the proposal is considered, the language of the proposed amendment may only be changed by the unanimous consent of the members present and voting. However, unanimous consent is not required for a specific language change included in the recommendation of the Board. An approved amendment shall take effect immediately following the vote. (Art. 8)