January 9, 2012
The AACE International Board of Directors voted October 16 to recommend to the membership to approve an amendment to the Association’s constitution to require that the process to amend the Constitution be the same as the requirement for a Bylaws amendment. The proposal was a recommendation that came from the Governance Task Force chaired by Past President Steve Revay.
Currently, the AACE International Constitution states:
Section 1. The Constitution and Bylaws may be amended by a ballot vote as prescribed in the Bylaws.
Section 2. An affirmative vote of three-fourths of the valid votes cast shall be required for adoption of an amendment to the Constitution.”
Currently, the Bylaws state: “ARTICLE XII—AMENDMENTS
Section 1. An affirmative vote of two-thirds of the valid votes cast shall be required for adoption of an amendment to the Bylaws.
Section 2. The Board may number and renumber the various Articles and Sections of the Bylaws to facilitate ready reference.”
According to Revay, “The inconsistency between the Constitution and the Bylaws has the potential of creating a situation where amendments affecting both documents could be approved to change the Bylaws but fail to reach the threshold to amend the Constitution. The Governance Task Force believes that requiring the two/thirds affirmative vote of all votes cast to amend the Constitution and the Bylaws provides safeguards to assure a consensus exists while giving the Association reasonable flexibility to adapt its governing documents to new opportunities and challenges in the future.” Revay noted that a review of similar professional associations with the American Society of Association Executives revealed that the overwhelming majority of the organizations require two-thirds, not three-fourths, to amend their constitution and bylaws. Revay also noted that it appears that only a minority of professional associations have a Constitution and a Bylaws.
The amendment will be presented to the membership as part of the 2012 election process with voting opening on February 1 and closing on March 15 at 4:00 Eastern Time. The proposed wording of the proposed amendment will be as follows:
Section 2. An affirmative vote of two-thirds of the valid votes cast shall be required for adoption of an amendment to the Constitution.”
Revay noted that a discussion forum has been set up online for members regarding the Governance Task Force. To post or review comments, go to http://www.aacei.org/cgi-bin/forums/discus.cgi.