The Society’s Constitution & ByLaws: Proposals for their Revision
The current Constitution & ByLaws of the Society are shown on the next page of the Society’s website. However, as described in our news section, at its last Council conference call, on 16th/17th July (2015), the Council unanimously approved a revised Constitution and set of Bylaws for ratification by the membership.
The original ISRS Constitution and Bylaws were written 45 years ago, in 1980, long before modern digital means of communication had been conceived of, let alone become common place. At the same time, given increasing costs of postage and travel, many of the existing provisions, as currently worded, have become impracticable. In consequence, last year, the ISRS Council asked a sub-committee (John Ware and Donald Potts) to review and recommend revisions to both documents to make them more appropriate to the modern age, and more consistent with current practice. After detailed consideration by the Council and officers at previous meetings of a series of drafts, these final versions now need, according to the existing constitution, to be put to a vote of the entire Membership.
To become effective the new constitution needs (under the existing Constitution) to be approved by a two-thirds majority of at least 40% of the existing membership. Accordingly a referendum of members will be launched on or about September 1st (when 2016 memberships become payable) and run until October 15th or a later date on which 40% of the membership will have voted. Members will be notified of the vote by email once the referendum page becomes operational.
The current Constitution and Bylaws are shown on the next page, and the proposed revised Constitution and Bylaws on the following one. The rationale behind the revisions and the process required to approve them are explained below.
The main goals of the proposed revisions are to:
1. Remove unnecessary qualifications, redundancies, unclear phrasing, and undefined requirements or restrictions.
2. Remove redundancies between the Constitution and Bylaws.
3. Simplify the language by using plain English and avoid “legalese.”
4. Replace requirements that specify written or printed communications with mechanism-neutral terms, so that the Council has the flexibility to use the most appropriate medium, including current and future electronic means, for communications, elections, ballots, etc.
5. Use consistent time units, by changing all specified periods to multiples of 15 or 30 days.
6. Shorten some specified time intervals that are unnecessarily long in an era of electronic communication.
7. Bring both the Constitution and Bylaws into conformity with our actual practices.
Numbering of Sections and Clauses
On comparison of the two sets of documents, please note that the order and numbering of sections and clauses in the revised versions often differ from those of the current documents. This is because the revision process included:
1. Deleting a few clauses, adding a few others, and dividing some complex clauses into several items dealing with single topics;
2. Changing the order of some sections and clauses to improve the logical sequence;
3. Grouping and renumbering the Bylaws under general topic headings.
4. Changing the Roman numerals to an all Arabic numerals convention.
The Ratification Process
Under the existing Constitution, constitutional changes must be proposed by 15 financially current members of the Society, and bylaw changes by 10 such members. These numbers were exceeded at the Council meetings. Following this the proposals should be made available to all members for at least 30 days, after which a vote of the entire membership takes place.
Approval of constitutional changes requires a two-thirds majority of the members who vote, provided at least 40% of all eligible members vote. Bylaw changes require only a simple majority of those members who vote.
Voting will begin on or about September 1st after all members will be notified by email and a webpage for voting become operation. Voting will continue until 15th October or until 40% of members have voted – whichever date is the later.
Meanwhile members are encouraged in particular to review the new proposed revised Constitution and ByLaws to check that they seem fair, reasonable, practicable and appropriate.