New AAS Articles of Incorporation & Bylaws
David Helfand Columbia University
We’re about to replace the Constitution and Bylaws of the American Astronomical Society and overhaul our governance model for the first time in more than half a century, and we need your help.
In 2015 the Council appointed the Governance Task Force (GTF), which I chair, to review the Society’s governance structures and practices, and to explore how they might be improved in response to the changes in technology, communications, and demographics that have transformed the astronomical sciences since the mid-20th century. In the course of our 2015-16 study we engaged with Council members, Division leaders, Committee chairs, and many other AAS members and stakeholders. In January 2017 the GTF submitted its report to the Council, which voted to implement its recommendations by creating new Articles of Incorporation (to replace the current Constitution) and a new set of Bylaws.
In February, AAS President Christine Jones encouraged members to read the report and provide feedback to us by the end of March. We have received some excellent comments and suggestions, and the GTF has taken them into account in drafting new AAS Articles of Incorporation and Bylaws to be considered by the Council at its June meeting in Austin. But given the magnitude of the proposed changes, we suspect that most AAS members have in fact not read the GTF report and thought about its implications. If you haven’t read the report yet, I strongly encourage you to do so now, as it provides essential background for two more documents that we are now asking you to read and consider:
Revising the charter documents of a federally registered nonprofit association is not something to be done lightly, and there is, in fact, a very specific and legally mandated process for doing so. We have been following that process closely. Here are the steps that remain:
- Eight weeks prior to the 4 June 2017 Council meeting, i.e., by Friday, 7 April 2017, the AAS will provide written notice to members of the proposed changes to the Articles of Incorporation and Bylaws. This post and the associated email messages that will be sent to members constitute that notice, which opens a public comment period. Please read the GTF report and the proposed new Articles of Incorporation and Bylaws and let us know of any specific concerns. You may send feedback by email or, if you’d prefer to remain anonymous, you may submit comments via our webform. Either way, we need your input by Friday, 12 May, so we’ll have time to consider it before the Council meets in early June.
- At its meeting in Austin, the Council will approve resolutions that (i) adopt the changes to the Articles of Incorporation and Bylaws, subject to approval by the members; (ii) submit the changes to AAS members for their approval; (iii) authorize the transmission of the Council’s recommendation to the members; and (iv) authorize the transmission of ballots to be held open for 45 days.
- Assuming that the foregoing resolutions are approved by the Council, ballots (along with an appropriate cover letter and exhibits showing the proposed changes) will be sent to AAS members at the beginning of a 45-day voting period.
- When the balloting closes 45 days later, if the proposed changes are approved by the members, the AAS’s legal counsel will file the restated Articles of Incorporation with the Washington, DC, Department of Regulatory and Consumer Affairs.
- Once the AAS receives confirmation that our filing has been processed, the restated Bylaws will go into effect.
Here, again, are the three documents that all AAS members should read carefully:
- AAS Governance Task Force Report (PDF)
- Draft of New AAS Articles of Incorporation (PDF)
- Draft of New AAS Bylaws (PDF)
Note that the new Articles of Incorporation and Bylaws provide the framework within which the Society operates, but they don’t specify detailed operational policies and procedures — nor should they. In addition to recommending sweeping revisions to our charter documents, the GTF recommended (and the Council approved) numerous changes to specific governance policies and procedures. These will roll out over time once the new Articles of Incorporation and Bylaws take effect and will be documented in a formal policy handbook. We’ll take appropriate steps to keep members informed about these changes as they’re implemented.
To give you a clue about the changes to our governance model recommended by the GTF and approved by the Council, here’s some text adapted from the Executive Summary of the GTF report:
While many of the structures and practices of the AAS have served the Society well (and we retain those in the proposed new model), our overriding conclusion is that the current governance structure of the Society is not optimal for creating the broadly inclusive, flexible, and transparent organization our membership desires and deserves.
Our current structure also differs in several key ways from well-established best practices for nonprofit governance and from the models used by many other societies with similar goals; while such divergence is not necessarily problematic, we have learned much from the experiences of other well-run organizations. Finally, some aspects of our current structure and practices impede our ability to engage fully the energies of our members and to communicate with them effectively.
Thus, we developed a new governance model for the Society. The Council approved this new model by a vote of 19-0 at its January 2017 meeting, approving the following motion: “The Council hereby adopts the broad recommendations and schedule of the Governance Task Force and directs the Task Force, in coordination with the Executive Officer and legal counsel, to draft a set of Bylaws consistent with those recommendations for subsequent approval by the Council later in the year.”
To improve responsiveness and ensure timely action on important matters, we replace the 19-member AAS Council that meets twice a year with a Board of 11 members that meets monthly. To ensure effective communication between this Board and the entities in which our members work to advance the interests of the Society and our profession — our Committees and Divisions — we provide a Board liaison for each. Most importantly, each Committee and Division chair is scheduled to attend from two to four Board meetings per year in which their issues are pre-ordained agenda items.
To enhance inclusivity in the governance of the Society, Committee members and chairs will no longer be appointed by the Board (née Council); members will be derived from volunteers and selected by the existing Committees, and the Committee members will, in most cases, elect their own chairs.
To further involve a broader community in setting the strategic directions of the Society, the AAS Council will be reconstituted as a body — the Strategic Assembly — including the Board and the Committee chairs of the 11 Standing Committees as well as Division representation. The Assembly will meet twice a year at the Society’s scientific meetings (1) to foster collaboration among committees and with the Board, (2) to improve communication, and (3) to guide the strategic thinking of the Society.
The many changes, large and small, outlined in the GTF report have been carefully designed to promote inclusivity, foster communication, embrace creativity, and maximize transparency — in short, to enhance the functioning of the Society so that it will be the welcoming and natural home for the many people who, in a variety of different capacities throughout their careers, work to enhance and share humanity’s scientific understanding of the universe.