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Proposed ALGA Constitution and Bylaws Changes
By Chris Horton

At the 2019 ALGA Annual Conference, ALGA’s full members will have an opportunity to consider proposed changes to the ALGA Constitution and Bylaws (Bylaws) related to the process for removing Board members.1  As chair of the Constitution and Bylaws Procedures Committee (CBPC), I want to share with you these proposed changes and why we believe that they should be approved.
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In Fall 2018, the ALGA Board voted to activate CBPC to consider several possible changes to the Bylaws. The Committee is composed of seven ALGA members, including four current Board members, two committee chairs, and one member of ALGA’s Diversity, Equity, and Inclusion (DEI) Committee. CBPC was charged by the Board to consider possible changes to the Bylaws in three areas: removal of Board members; procedures in case of a Board member losing status as a full member of ALGA; and the Board member nomination and election process. The February 2019 CBPC recommended changes to the Bylaws related to the process for removing Board members. The Board voted to forward recommended changes to the membership for consideration at the 2019 annual business meeting, which will be held on the morning of May 7 at the ALGA Conference in Kansas City. This article reviews the background of the proposed Bylaws changes, a summary of the specific changes, and the next steps of communication and action.


BACKGROUND FOR PROPOSED BYLAWS CHANGES

Currently, the Bylaws provide for electing Board members and set terms for the offices. However, there is no mechanism for removing Board members if needed. Provisions for the removal of Board members are considered a leading practice for non-profit organizations. The lack of ability to remove Board members impairs the organization when faced with a reputational threat due to Board member misconduct. In addition, the inability to remove a Board member whose work is impaired in some way could also affect the ability of the Board to function well. Finally, without providing our own method of removal in our Bylaws, we would have to follow other processes (such as non-profit law in Montana, our state of organization), which may not lead to the outcome we want.

Once the case for a change to the Bylaws was persuasive to CBPC, we began to research possible changes to the Bylaws to determine how extensive the revisions should be. We reviewed the bylaws and procedures of other non-profits. We also reviewed Robert’s Rules of Order, and the Montana code provisions for non-profits. Of these, the Montana code turned out to be the most impactful.

The Montana code distinguishes between Board members (called directors), officers, and members. Directors are individuals who serve on the Board of Directors. Officers are individuals who serve in designated officer roles for the Board. In ALGA the officers are the President, President-elect, Secretary, and Treasurer. Members are individuals in the association who elect directors.

These distinctions are critical to recognize because the Montana code provides for different methods of removing officers and directors. Specifically, officers can be removed from their role by the Board of directors, but directors can only be removed from their role by the same groups of members who installed them. In ALGA’s case, the members are local government auditors (full members) who attend the business meeting of the ALGA Annual Conference. This creates a complication for ALGA, as our directors who are also officers are installed in both positions in the same vote. However, the code is clear that officers can be stripped of their role by the Board, regardless of how they got into that role, but cannot be removed as directors except by the same group who originally installed them.


PROPOSED CHANGES

CBPC proposed several changes to Articles V and VI of the Bylaws, which are summarized below. These changes focus on the removal steps for directors and officers, and clarify the distinction between the two. We also identified some areas where greater clarity to existing language was needed, such as the proposed change of name of the Past President role to Immediate Past President to distinguish from references to non-immediate Past Presidents in the Bylaws.

Article V

In Article V, CBPC primarily focused are clarifying that the nine Board members are directors and that the President-elect, President, Secretary, and Treasurer are both officers and directors. In addition, CBPC clarified the terms of the directors, both officers and non-officers, to ensure that ALGA is not left with a situation where a director or officer is removed or termed out without a replacement.

Article VI

In Article VI, Sections 1 and 2, CBPC added language to clarify the distinction between directors and officers in ALGA, while recognizing that our officers are elected as both directors and officers simultaneously.

Section 3 related to filling vacancies, and CBPC revised the current language to clarify how director positions may be filled, as well as providing latitude for vacant director positions to be unfilled. Officer positions, on the other hand, must be filled, and revised language provides clarity on the process for replacing officers. Specifically, if an officer position is vacated for any reason, the Board would fill the position by appointed an existing director to that office. CBPC also revised language to clarify how long the newly appointed director or officer may serve.

Section 4 and 5 are brand new sections that provide for the separate process of removing officers (Section 4) and directors (Section 5). The language in each section intentionally parallels the other, and hews closely to language from the Montana code. While the Montana code allows for officers to be removed by the Board of Directors with or without cause, CBPC had a consensus that officers should not be stripped of their role without some due process. Consequently, we include recommended language to build in some protections against arbitrary and capricious action to strip an officer of their role. Specifically, we have codified expectations of directors and officers, and propose a two-thirds majority to strip an officer of their role. The expectations document (Officer and Director Responsibilities and Procedures) does not currently exist, but CBPC is developing the document as a proposed Board Policy for adoption by the Board prior to the Bylaws election.

As previously noted, the removal of an officer does not also result in their removal as a director. Section 4 clarifies this fact. Section 5 codifies that directors can be removed by a majority vote of the members who elected them, since members elect directors by majority vote.

The CBPC’s proposed revisions to Section 5 also note the process for calling an election to remove a director, the limitations and rights of the affected director in that process, and the process for filling any vacancy. Finally, Section 5 notes that an officer who is subject to a director removal vote without having been stripped of their officer role would lose both if the majority of members vote to remove them from the Board of Directors.

A copy of the existing bylaws with proposed changes marked, provides additional details for review.


NEXT STEPS

The proposed Bylaws changes will be voted on at the annual business meeting on May 7, prior to the beginning of the first general session of the ALGA conference. 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.

Prior to the conference the CBPC will work to communicate these proposed Bylaws changes to ALGA members in a variety of ways, including the ALGA website. We will have a dedicated page for these changes, as well as a list of questions and answers about the changes. In addition, watch for other communications about the proposed changes in the newsletter, social media, and the website’s Forum. Finally, the following CBPC members will be available at the conference to answer individual questions about the proposed changes:

  • Chris Horton, Secretary, CBPC chair
  • Tina Adams, Past-President
  • Justin Anderson, At-large member
  • Lisa Callas, Publications Committee chair
  • April Jordan, DEI Committee member
  • Andrew Keegan, At-large Board member
  • Lisa Monteiro, Awards Committee chair

The CBPC encourages you to learn as much as possible about these proposed changes, and consider carefully whether you believe, as we do, that these changes would position ALGA for greater effectiveness in governance and leadership.


NOTES

1 Full members are employees of local government audit organizations from around the world—career service, appointed, or elected—having as their primary function the audit responsibilities for or 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 in ALGA.


ABOUT THE AUTHOR

Chris Horton is the County Auditor for Arlington County, Virginia. Chris has worked in performance auditing since 2001 for both state and local governments, including the City and County of Denver and the Fairfax County (VA) Public Schools. In addition to his service on the ALGA Board, Chris serves on the Conference Committee. Previously, he was the Chair of the Education Committee, and he served as a member of the Publications Committee.