Notice of membership meeting
An open letter concerning the June 1, 2013 national membership meeting
On June 1, 2013, during the annual leadership retreat in Philadelphia, AIGA will hold an open meeting of regular members to ratify several actions by the national board. The meeting will take place in the Sheraton Society Hill Hotel, 1 Dock Street, Philadelphia, Pennsylvania at 9:30 a.m.
Consistent with AIGA’s bylaws, only “regular” members are permitted to vote, which means members at the Sustaining, Design Leader and Trustee levels. The meeting will involve more than 250 board members from chapters and is open to any qualified member interested in attending.
The purpose of this membership meeting is to vote on amendments to the national bylaws intended to bring AIGA’s governance into alignment with recent changes in AIGA practices, the current business environment and applicable New York State laws governing not-for-profit organizations.
The proposed amendments have been considered carefully by the executive committee of the national board and the full national board of directors, as well as legal counsel. The original bylaws were drafted when AIGA was a small club centered in New York; now, AIGA is a global organization with more than 23,000 members spread across the country and the world. The intent is to assure that AIGA is open and transparent, and has the mechanisms for members to participate in AIGA’s governance and activities.
We recently reviewed our bylaws and discovered there were two provisions that stood in the way of greater member participation:
One was a provision which stated that proxies for voting were prohibited. Eliminating this simply clarifies that members who are eligible to vote and are attending a meeting are voting for themselves.
The second is an ambiguity about the permissibility of electronic voting in issues requiring a membership vote, including the election of boards. We had changed the bylaws to permit electronic voting in the 1990s when it first seemed appropriate and prior to a clarification of this issue, and we have used it to encourage greater participation for more than a decade. It now appears that the New York State laws on nonprofits may not permit it, requiring instead that voting occur in meetings or by signed mail ballots.
As a result, we are taking two actions in this membership meeting on June 1: First, members will be asked to vote on changes to the AIGA bylaws, including amendments to allow electronic and internet balloting when it becomes legal, and to allow the use of mail ballots that must be returned with a signature for valid member participation until electronic balloting is made legal. The proposed amendments are outlined in AIGA bylaws: Proposed revisions, and the intent of the changes are described in AIGA bylaws: About the proposed changes. Second, AIGA will call for a vote to validate the election of the current board and the incoming board, both of which were elected by electronic ballot. These actions, along with several other initiatives, will help get all of the institutional programs updated as we enter AIGA’s second century.
If you have any questions concerning the language, content or intent of the bylaws or the changes, please do not hesitate to contact me or by phone at 212 710 3100. I will respond to any queries you have and bring your concerns to the attention of the meeting on June 1.
Executive director and secretary
AIGA, the professional association for design