Purpose of Proposed Bylaws Changes:

The Board of Directors has completed a review of the Bylaws of the Corporation and has endorsed proposed changes to Bylaws language to be presented for vote at the Annual Meeting on September 26 at the Holiday Inn in Auburn, NY.

Under Bylaws Article 11, Amendments to the Bylaws require an affirmative vote of two thirds of the members voting at the Annual or a Special Meeting of the Corporation, providing notice of the purpose of the proposed amendment(s) has been stated in the call of the meeting and sent to each member at the last known address at least ten (10) days prior thereto. (The Bylaws allow for use of email for the purpose of notification)

In reflecting on the process, Board of Directors member John Percy of Destination Niagara USA stated, “I feel that it is prudent to review governance documents regularly to be sure that they reflect current best practice. Along with many other NYSTIA Board members, I participated in the NYSTIA Bylaws review process, and feel that the changes reflect a consensus of the board and represent wholesome, constructive adjustments."

Use this link to download a summary document addressing the purpose of the changes and providing a detailed overview of the changes. (Also provided in this article)

Use this link to download a complete copy of the proposed Bylaws document.

Any member with questions or concerns about the proposed amendments should email Bob Provost - bob@nystia.org. Please see details below.

The purpose of the proposed changes are as follows:

1. Address Bylaws changes that were approved at the 2018 meeting but not previously reflected in the official Bylaws document.
2. To enable the organization to act more flexibly, effectively and expeditiously in developing committees, accepting new members, enabling committees to act within their scope of authority, etc.
3. To eliminate ambiguous, vague, unnecessary or confusing language in the interest of clarity.
4. To reflect changes in established best practice in no-profit governance.

Overview of proposed changes to the Bylaws:

• Article 3. Section 2. Language has been changed to allow the CEO and Chair of the Membership Committee to approve new member applications and inform the board. Previous language required that the new member wait for a board meeting / vote of the board.
• Article 3. Section 6. b. The word “Resignation" has been changed to “Withdrawal" for consistency.
• Article 4. Section 1. a. Language changed to reflect the 2018 Bylaws change – Members elect Directors at the Annual Meeting. In 2018, Bylaws amendments were approved to allow the Board of Directors to elect Officers.
• Article 4. Section 5. a. Language changed to clarify Members “of the Board or Committee" count towards quorum. Previous language simply stated “Members."
• Article 4. Section 5. b. Language added to specifically include email as an approved voting platform, as approved in the 2018 Bylaws amendments.
• Article 5. Section 4. Language adjusted to:
  • Clarify (not change) the term limits of Directors of the Board
  • Address term limits where a Director is appointed to replace another Director mid-term.
  • Clarify/simplify the role of the Nominating Committee in cases where a Director's change of employment may affect their Board membership.
• Article 6. Section 1. Language changed to limit the number of additional officers that can be elected by the Board to no more than two (2).
• Article 6. Section 2. Term limits for all Officers are introduced. An officer may serve no more than two (2) consecutive years in the same office. Previous language limited only the Board Chair and specified three (3) consecutive one-year terms. Reflects best practice as well as checks and balances in board leadership.
• Article 6. Section 4. c. Language requiring that the Secretary be on the Nominating Committee is eliminated. The Secretary is still eligible to serve on the Nominating Committee, but the requirement is eliminated.
• Article 6. Section 4. c. In keeping with best practice, the Audit and Finance Committee will become two separate committees. The Secretary will continue to Chair the Finance Committee but cannot Chair the Audit Committee.
• Article 6. Section 5. The 2018 Bylaws amendments empowered the Board of Directors to elect Officers. To be consistent with that intent, this language change allows the Board of Directors (rather than Members) to remove an officer.
• Article 7. Section 1. Language is changed to allow the Chair to designate Directors to serve on Committees of the Board with the approval of the Executive Committee. Previous language required waiting for a Board meeting / approval.
• Article 7. Section 2. a. Language is changed to be consistent with changes in Article 6. Section 2. Limiting the number of additional Officers that can be elected to no more than two (2).
• Article 7. Section 2. b. Language is changed to be consistent with the 2018 Bylaws amendments empowering the Board of Directors to elect Officers.
• Article 7. Section 2. c & d. Language is changed to create separate Finance and Audit Committees and define their respective roles and responsibilities. Consistent with best practice.
• Article 7. Section 3 & 4. Language is changed to allow the Chair to designate Directors to serve on Committees of the Corporation, task forces, etc. with the approval of the Executive Committee. Previous language required waiting for a Board meeting / approval. Section 4 language allowing the Chair to appoint additional committees was eliminate ambiguity and redundancy.
• Article 8. Fiscal Policy and Finances. This section was totally rewritten to provide greater clarity without changing the intent or purpose of the previous language. Some of the language here was already stated in the NYSTIA Policy document and was redundant.