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CAS Board Proposes Constitution and Bylaws Amendments to Streamline Governance

The Board of Directors is proposing changes to the CAS Constitution and Bylaws to streamline the governance of the Society. Fellows will be asked to vote on the changes in conjunction with the 2021 CAS elections in August. In putting the proposals on the ballot, the Board is recommending that the Fellows vote in favor of the amendments.

The recommended changes were originally initiated by the Board’s adoption of an evolving volunteer-staff model, which includes retiring the Executive Council layer of governance and its role in CAS operations. The impetus for the Board’s decision stemmed from the Future of Volunteerism Task Force, which concluded that the CAS volunteer staffing model does not fully and efficiently support the Society’s current and long-term initiatives and recommended that the CAS would benefit from a reorganization of the existing committee structure. The thrust of the evolving model puts a focus on the contribution of subject matter expertise and thought leadership by volunteers and a professional staff, led by the CEO, that executes strategy and has accountability for CAS operations.

With accountability for CAS operations assigned to the CEO, the Executive Council governance layer is no longer required by the Board. Oversight of committee operations will be the responsibility of senior staff executives, including the Chief Financial Officer, Chief Learning Officer, Chief Communications Officer, and Chief Growth Officer, all reporting to the CEO. Senior CAS volunteer leaders will continue to serve as advisors to staff, and the Board-level Operational Oversight Committee will monitor CAS operations.  For more details and background on the evolving Volunteer-Staff Framework, see the recently posted announcement.

With plans to revise the CAS Constitution and Bylaws to remove reference to Vice Presidents and the Executive Council, the Board took the opportunity to revisit the governing documents in totality. The Board sought the advice of legal counsel, which recommended that the CAS governance documents should be updated to reflect current best practices, including condensing the two documents into one set of Bylaws.

The Board established a working group of Board/Executive Council members and staff to oversee this work, which included Mary Frances Miller, Mary Hosford, and Erika Schurr, working with the CAS Staff, CEO, and General Counsel. The group developed a final proposed set of new CAS Bylaws, which were accepted by the Board during its June 25, 2021 meeting.

In addition to removing references to Vice Presidents and the Executive Council and delegating authority for day-to-day operations to the CEO, the new Bylaws replace lengthy descriptions of specific procedures with more general language, stating that these procedures are “specified by the Board.” The procedures extracted from the Constitution and Bylaws relate to discipline of members and public expression of professional opinion. Detailed procedures for discipline were previously approved by the Board and have been in place for many years. Procedures for public expression of professional opinion were separately adopted by the Board during its June 25, 2021 meeting, with very minor changes from what had been included in the CAS Constitution.

The Board noted that this approach has already been in place for the CAS election procedures, as the current Bylaws state: “Procedures for nominations and elections shall be established by a majority vote of the Directors present and voting at a meeting of the Board of Directors.” Adopting this approach for other procedures in the new proposed Bylaws will allow greater efficiency and flexibility in making future changes to administrative processes, while also aligning the documents with current association best practices.

The proposed Bylaws are available for review, along with separate procedures that were extracted from the Constitution and Bylaws and/or approved by the Board. The current Constitution and Bylaws are also available via the links below.

An FAQ has also been developed, with additional details on the proposed changes.

A webinar on the CAS Bylaws proposal will be held July 26, 2021, from 12:00 - 1:00 PM EDT. Join our panel of Board and Executive Council members to learn about the proposed changes and why the Board is recommending that the Fellows vote in favor of the amendments. The bulk of the one-hour webinar will be devoted to questions from the audience.

Balloting on the proposed changes will open on August 2, with ballots due by August 31. Constitution and Bylaws changes require an affirmative vote from 10% of the Fellows or two-thirds of the Fellows voting, whichever is greater.

Wording of Ballot Question for Proposed Changes to the CAS Constitution and Bylaws:

Do you approve the new proposed CAS Bylaws, replacing the current CAS Constitution and Bylaws?

  • Yes or No

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