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The APS Council voted unanimously on Saturday, November 15, to ratify a revised Constitution & Bylaws as part of the Society’s corporate reform efforts. This followed the recent vote by the membership to approve the new governing documents.
The effort to reform the Society’s governance and leadership structures began officially in September 2013 when the APS Executive Board formed the Committee on Corporate Reform. Following months of work and discussion at the APS Leadership Convocation, and at Town Hall meetings at the APS March and April meetings, the preliminary version of the proposed plan was submitted to the APS Council in June 2014.
On August 16, the Council met in Chicago and voted to forward the proposed Constitution & Bylaws and Articles of Incorporation to the members for comment. Having considered their responses, the Council voted on September 27 to place these documents before the membership for approval. Member voting started on October 6 and ended on November 10.
In the membership vote, the APS corporate reform initiative passed overwhelmingly, 94% to 6%. Altogether, 8,101 people voted, or about 17% of the membership, roughly the same as an average APS general election. “The result of this vote is a stunning affirmation by the APS membership of the future of their Society,” said APS President Malcolm Beasley.
“The member vote was a critical part of this deliberative process, and getting to this point required the sustained hard work by our dedicated volunteer leaders and our wonderful APS staff,” said Kate Kirby, APS executive officer, who added, “With a positive Council vote, we can begin to implement the transition plan, as spelled out in the new Constitution & Bylaws.”
This document creates a Chief Executive Officer position to directly oversee all day-to-day operations of the Society, in place of the current triumvirate. An amended Articles of Incorporation, together with the new Constitution & Bylaws, will bring APS into compliance with Washington, D.C. statutes governing nonprofit corporations.
The newly-adopted documents will change the roles of the existing Council and Executive Board. The Council will become the Council of Representatives, chaired by a Speaker, and will be responsible for all matters of science and membership, including science policy, prizes and awards, units, and meetings. The Executive Board will become a Board of Directors, made up of the Presidential Line, the Treasurer, and nine Council members including the Speaker of the Council. It will be in charge of all matters of governance and finance.
The new rules went into effect on Monday, November 17, and the Board meeting on November 22 was the first convened under them. At the inaugural meetings of the newly-formed Board of Directors and Council of Representatives, the Board made several appointments, such as choosing an interim Treasurer. Soon the CEO search process will begin, and the Society’s updated policies and procedures documents — the manuals for how APS will operate in practice — will be adopted.
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