FAQ Regarding Proposed Atla Bylaws Change
Updated November 18, 2022
1. How many members are currently eligible to serve on the Board?
Currently in FY23, 303 members (54.3% of Voting Members [Individual, Retired or Institutional], 48.4% of the entire membership) are either an Individual or Retired member, and therefore eligible to serve on the Board.
In FY22, 385 members (56.1% of Voting Members, 47.3% of the entire membership) were eligible to serve on the Board.
2. What is the trend for number of members eligible to serve on the Board?
Over the past ten years, the number of members eligible to serve on the Board has fluctuated from 454 in FY 13 to 385 in FY22. There are several reasons for this decrease.
The number of Individual members has been relatively constant over the past ten years, from 360 in FY13, to a low of 330 in FY19, to 367 in FY22.
The bylaws changes in 2018 greatly affected the numbers of members eligible for Board service. In FY18 there were 94 Lifetime members, and in FY22 there were only 19 Retired members (Emeritus members are not eligible for Board service).
Please see the chart below for additional detail.
3. Where did the proposed language originate?
The proposed change returns to language that worked for Atla for twenty-four years prior to the complete rewrite of the Bylaws in 2016.
4. Has the Board explored other options for solving the issue of the Nominating Committee finding it challenging to develop a slate of two candidates for each of the four open positions?
Yes, there has been Board discussion but no action. Other changes to the Bylaws may require a more thorough examination that would need to be processed by a Bylaws committee and would need to be carefully considered and discussed with the full membership. The return to pre-2016 language for the number of candidates brought by the Nominating Committee at least temporarily solves the most pressing issue.
5. Is this the first time that the Nominating Committee has had difficulty finding enough candidates to fill the slate?
No. This has been a repeated problem, at least in the past few years.
6. How does the Nominating Committee find candidates?
The Nominating Committee begins its work in the March-May timeframe, and in May submits an article to the Atla blog outlining how members may submit names to the committee. The committee encourages both self-nomination and nomination from others.
From May to August, the Nominating Committee reviews these submissions, and goes through lists of Atla Individual and Retired members, attempting to assemble a diverse slate of candidates. They contact each potential candidate to share with them the responsibilities of Board members and see if they will agree to the nomination.
In August, the Nominating Committee publishes an article outlining the process for nominations by petition which may be submitted after the slate is announced to the membership in October.
7. Is an election with only six candidates on the slate allowed?
As outlined in the recent blog post, Additional Information About the 2023 Board Slate, while the bylaws require the Nominating Committee to develop a slate of at least two nominations for each of the four directorships to be filled, the bylaws further state the Board has the option to modify that slate before delivering it to the Voting Members.
The Board has the discretion and power to change the slate in any way, adding or removing names, before it is sent to the Voting Members. Therefore, an election with only 6 candidates on the slate is allowed.
8. When did Atla begin allowing bylaws changes to be voted on as part of the regular annual election?
The bylaws were rewritten from scratch in 2016. One of the changes made brought the bylaws up-to-date with newer provisions in Illinois nonprofit law that allow electronic voting. This change gives all Atla voting members a voice regarding bylaws changes instead of just those who are able to attend the annual business meeting held during Atla Annual. For example, there were 258 attendees (both in person and online) at Atla Annual 2022. Of those attendees, only 182 were eligible to vote. Some of those members may be both institutional member representatives and individual members, so they may represent two votes, but at a minimum that number represents only 26.5% of the 686 voting membership in FY22.
9. How may I communicate a question or concern about this bylaws change?
Email bylaws@myatla.org which is monitored by Board members. Inquiries will receive a response and questions raised by multiple members will be addressed in this FAQ.
10. How does the Board generally get input from members?
- Surveys from the Board’s Moral Ownership Committee
- Feedback received via the form on the website: https://www.atla.com/about/board/
11. How can members know what is happening on the Board?
A summary of the Board meeting with directions to access the minutes of the Board meeting are posted to the Atla blog after each meeting. All Board meeting minutes and the Board Policy Manual are available for members to access in the Members Only section of the My Atla web portal (https://my.atla.com).