Changes to bylaws on the ballot for spring


Note: ASCB is offering a webinar to discuss bylaws changes on April 1, 2020, at 1:00 pm ET. During this webinar Gary Gorbsky, ASCB Treasurer and Chair of the Governance Taskforce, and Erika Shugart, ASCB CEO,  will review the major changes, provide background on the reasons for the changes, and answer your questions.  This webinar is restricted to members only and will be available for archived viewing throughout the election window. Register here. On Tuesday, April 2, the archived webinar will be available on the ASCB website. Click “Member Portal,” and then click “Member Content.”

The ASCB Council approved moving forward a new set of bylaws for a vote by the members in the spring election. Bylaws are “the rules and regulations enacted by an association or a corporation to provide a framework for its operation and management. Bylaws may specify the qualifications, rights, and liabilities of membership, and the powers, duties, and grounds for the dissolution of an organization.”1 ASCB’s bylaws can be changed only if approved by the majority of voting members.

There are several reasons that the Council would like for the members to approve the new bylaws. Foremost is to help the Society achieve the strategic goal to “further democratize the society by ensuring leadership and decision making reflect the broad range of membership and their interests and priorities.” Specifically, in ASCB’s strategic plan, which was approved in 2017, two of the key actions under the goal of Promotion of Inclusiveness and Transparency are to

  • Change nomination and committee recruitment process to increase transparency, member involvement, and inclusiveness, and
  • Revise ASCB bylaws to enable structures and processes that are open, transparent, and increase opportunities for member involvement.

Additionally, a number of new laws in the state of New York, in which ASCB is incorporated, require changes to the bylaws to align with the law.

Following are some of the proposed changes.

Article 2, Membership
One of the goals of the changes is to make the governance structure more inclusive and transparent. To that end, changes were made in the definitions of membership to enable more types of members to vote and to be eligible for Council service. The new bylaws will:

  • Eliminate the need for a vote by Council to approve new members, which has added significant administrative burden for ASCB staff and delays the start of new memberships. Staff will continue to vet all members
  • Eliminate the multistage nomination and approval process for citizen members
  • Expand who can hold office from Regular members only to Regular, Educator, Postdoctoral, and Graduate Student members
  • Give Educator members the right to vote. This was missed when the Educator class was created several years ago.

Article 3, Council
A number of changes enable the governance structure to support strategic planning. Currently, the Council meets twice a year and has two brief informational phone calls, which has not been sufficient to have Councilors involved in the creation of the budget and in providing strategic guidance to committees.

  • The Council will now be required to meet three times annually rather than two. This is more in line with standard practice in the association world and will help ensure that the Council is meeting its fiduciary responsibilities.

Article 6, Committees
The ASCB committees work well, but it is difficult to start a new one when needed. There have been a number of instances when we have needed to form ad hoc groups but have not had a mechanism to do so. Additionally, the committees have been somewhat divorced from the strategic plan and its priorities.

  • Committees listed in the bylaws will be limited to Executive, Nominating, and Finance & Audit. All other committees will be established in policies approved by Council. This means that the Council can create and disband committees without going to the full membership for approval.
  • To ensure that committees focused on diversity, equity, and inclusion always exist within ASCB, the
    new bylaws require the existence of those committees.
  • Set the minimum term for committee members to one year.

Article 7, Nominating Committee
During the process of analyzing the governance structure, the lack of transparency and requirements around nominations was cited as a major weakness of the current system. The changes in the bylaws begin to address this. Further refinement will be needed and will be in the form of policies approved by Council.

  • Add language noting that “views of key stakeholders
    within the society be represented” on the nominating committee
  • Note that this committee will select its own chair
  • Note that Council will develop and publish selection
    criteria and procedures to determine candidates
  • Note that the candidates should “reflect as much as possible the diversity of the membership.”

Article 10 and 11, Indemnification and Miscellaneous

  • These items were added to bring the bylaws up to modern practice and in alignment with New York law.

There are additional minor changes in other items as well. All of the changes will be discussed in greater detail and members will be able to ask questions during a webinar that will be held on April 1 at 1:00 pm ET. The webinar will be available for viewing by members on the website after the presentation. Both the current bylaws and the bylaws to be voted on will be available on the ASCB website.

The process of revising the bylaws was led by a Governance Taskforce, which was formed at the request of the ASCB Council. The members of the Taskforce are:

  • Gary J. Gorbsky (Chair), Oklahoma Medical Research Foundation
  • David J. Asai, Howard Hughes Medical Institute
  • Jennifer G. DeLuca, Colorado State University
  • Mary Munson, University of Massachusetts Medical School
  • Scott Wilkinson, National Institutes of Health
  • Linda Wordeman, University of Washington

Also on the Taskforce are ASCB staff members Azra Chugtai, Thea Clarke, Erika C. Shugart (ex officio), Brian Theil, and Kevin Wilson.



About the Author:

Erika Shugart is the Chief Executive Officer of ASCB.