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Proposed Bylaws Changes - May 2019
Background and Summary
At the ALGA annual business meeting, to be held on the morning of May 7, 2019, the ALGA Board asks for all full members of ALGA in attendance to vote on a proposed revision to the ALGA Bylaws. This page is intended to communicate to ALGA members the proposed changes, to provide background and context, and to give clarity about the voting process.

Who Can Vote: Only full members of ALGA who attend the business meeting on May 7, 2019 are eligible to vote. The Bylaws definition of full members is provided further below on this page. ALGA Member Services can clarify if you have any question about whether you are a full member.

Why are Changes being Proposed: The ALGA Bylaws currently provides no mechanism for removing individuals on the ALGA Board of Directors if needed. Such provisions are recommended for sound organizational governance. For example, the lack of defined ability to remove a Board member whose work is impaired in some way could affect the Board's ability  to function well. In addition, the lack of defined ability to remove Board members would harm the organization if we are faced with a reputational threat due to Board member misconduct. By not specifying a removal process in our Bylaws, we might have to follow other processes, such as non-profit law in our state of incorporation -- Montana, which may prescribe a process that does not work well for our organization.

Summary of Proposed Changes: The proposed changes include clarification regarding the legal difference between Directors (all members of the ALGA Board) and Officers (the President, President-elect, Secretary, and Treasurer). This clarification is germane to the legal processes for removal. Specifically, the proposed language clarifies that Directors (i.e., Board members) may remove an Officer from their role by a two-thirds majority vote, but only ALGA full members can remove a Director from the Board (by majority vote). Setting out the different processes for removing Directors and Officers form the bulk of the proposed changes. There are also some clarifying and conforming changes, including changing the official title of the past president who serves on the Board of Directors to Immediate Past President, to distinguish this role from other usages of Past President in the Bylaws.

Are There any Associated Changes: If the proposed changes are approved, the Board will separately update the ALGA Operations Manual to revise Officer and Director Roles and Responsibilities, which will clarify what actions could trigger a process to remove an Officer or Director from their role(s).


Revisions
The proposed updates to the Bylaws are provided by selecting the associated link. The resulting document shows deletions and insertions in typical "track changes" format. The yellow highlighting is intended to further illuminate either new language or existing language in a new location.


Longer Explanation of Proposed Changes
For those who desire additional background and context regarding how the proposed changes came to be, this document captures the process and thinking of the Constitution and Bylaws Committee, as well as discussing the next steps for voting.

The Constitution and Bylaws Committee is a temporary committee activated by the Board for the purpose of reviewing ideas for proposed changes to the Bylaws, and then forwarding recommended changes to the Board. The Board votes to determine whether to forward the proposed changes to ALGA membership. If the Board decides to do so, it may either forward the proposed changes as presented by the Committee or to further amend the proposed revisions. In the case of these proposed revisions, the Board's only change was to further clarify in Article VI, Section 5, para. b, that only full members of ALGA are eligible to vote regarding removal of Board members.


Voting on the Proposed Changes
The proposed Bylaws changes will be voted on at the annual business meeting on Tuesday, May 7, prior to the beginning of the first general session of the day. All conference registrants will receive a copy of the proposed changes and a ballot in their registration packets. The voting will be conducted expeditiously, and the final vote count performed and reported on the same day.

Only full members of ALGA are eligible to vote for proposed Bylaws changes. Full members are defined in the bylaws as employees of local government audit organizations from around the world -- career service, appointed, or elected -- having as their primary function the audit responsibilities for of of the local government entity. Auditors from other levels of government, or employees of consulting firms that do local government audits, cannot be full members of ALGA.


For Additional Questions
Please send any questions about the Proposed Bylaws Changes or the voting process to:

Chris Horton
Board Secretary/Constitution and Bylaws Committee Chair