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Report of the Ad Hoc Committee on Bylaws and Advisory Structures

Preface

On behalf of the Trustee Committee on Bylaws and Advisory Structures, I am pleased to present this final report of the Committee, along with the Amended and Restated Bylaws of the Corporation.

This report represents the culmination of work that began in the fall of 2015. The Committee was committed to a thorough, transparent, and collaborative process as we led the College Board through a comprehensive review of the Bylaws and advisory structures. This review included a great deal of opportunity for the representatives of College Board members and others to be engaged at every stage of the review process.

The Committee noted that the Bylaws and advisory structures of the College Board exist within a rich and unique context, which is informed by its history and purpose. The College Board was created well over a hundred years ago to promote a more equitable path for qualified students to enter America’s colleges and universities. The organization has evolved to focus on all aspects of the transition from high school to college, including a suite of assessment tools, a program of research, a forum for the discussion of common education issues, and the development of educational standards.

The College Board remains the only organization that includes a wide spectrum of educators from both secondary and postsecondary education in its governing and advisory bodies, its conferences and forums, and in its pursuit of equity and excellence. The strength and beauty of the College Board is this unique linking of secondary and postsecondary educational leaders.

It is within this context that the Committee approached the review and resulting recommendations. I sincerely thank the members of the Committee, supported by a team of College Board staff, who worked so diligently and with great care throughout the review process and in the development of this report.

Paul W. Sechrist
Chair, Committee on Bylaws and Advisory Structures

Introduction

The Committee on Bylaws and Advisory Structures (Committee) submits its final report summarizing and providing the rationale for the Committee’s conclusions and recommendations. This final report has been approved by the Board of Trustees and is proposed for adoption by the Members at the 2017 Annual Meeting.

Members of the Committee

Paul Sechrist (Chair), President Emeritus, Oklahoma City Community College

Gail Berson (Vice Chair), Vice President for Enrollment and Dean of Admission, Mount Holyoke College

Philip Ballinger, Associate Vice Provost for Enrollment Management and Undergraduate Admissions, University of Washington

Steven Brooks, Executive Director Emeritus, North Carolina State Education Assistance Authority

Douglas Christiansen, Vice Provost for University Enrollment Affairs, Dean of Admissions and Financial Aid, Associate Professor of Public Policy and Higher Education, Vanderbilt University

Karen Cooper, Director of Financial Aid, Stanford University

Pamela Horne, Vice Provost for Enrollment Management, Purdue University

Maghan Keita, Professor of History, Villanova University

Mary Nucciarone, Director of Financial Aid, University of Notre Dame

Shirley Ort, Associate Provost and Director of Scholarships and Student Aid (Retired), University of North Carolina at Chapel Hill

Pam Paulson, Senior Director of Policy, Perpich Center for Arts Education

William Schilling, Director of Student Financial Aid (Retired), University of Pennsylvania

Gordon Stanley, Director of College Counseling, Webb School of Knoxville

Background

Founded in 1900, the College Entrance Examination Board, now known as the College Board, is a not-for-profit member corporation operating for educational purposes. The Members of the corporation (Members) are institutions, systems, and agencies that are engaged in or serving secondary/higher education institutions  and working together to support the transition of students from high school to college, university, or other institutions  of higher learning. In carrying out these activities, the College Board and its Members demonstrate a commitment to access and equity for all students.

The College Board operates under a Charter granted to it in 1957 by the New York State Education Department. The Bylaws provide the framework for the governance and advisory structures of the College Board as a not-for-profit corporate entity under laws of the state of New York. Any references to “statutes” or “applicable law” in either the Bylaws or this report are to those applicable statutes expressed in the New York Not-for-Profit Corporation Law (“NYNPL”).

Periodically, the Members have reviewed and revised the Bylaws to ensure that they continue to serve the Members, and are relevant, current, and clear. The Members adopted the current Bylaws in 2008. The Bylaws require a review at least every ten (10) years. Therefore, the Board of Trustees established a Committee on Bylaws and Advisory Structures to lead a review and present a report to the Members for consideration at the Annual Meeting in 2017.

The Committee began its work in late 2015 and considered key questions to guide the review:

  • As education and Member institutions change, what revisions, if any, are needed to ensure that the Bylaws continue to be relevant, useful, and practical in terms of governance and advisory structures?
  • Are there opportunities to refine language to make the intention of the Bylaws clearer to Members and to the public in general?
  • What changes, if any, need to be made to the governance and advisory structures for improved effectiveness or efficiency?
  • What may need to be changed or added to modernize the Bylaws, comply with current applicable laws and regulations, and reflect best practices for large not-for- profit corporations?

The Committee provided extensive opportunities for input, including listening sessions and Member surveys. These yielded a number of issues, including:

  • Who should be Members (with consideration of extending membership to individuals, middle schools, and single high school districts)?
  • What is the appropriate placement of international Members in the governance structure (with consideration of a new international region)?
  • What is the appropriate composition of the Board of Trustees (with consideration to balance, diversity, and rounding out needed skills and knowledge)?
  • Are the respective names, roles, and charges of the national and regional assemblies appropriate, contemporary, useful, and aligned with the overall purpose of the College Board?

The Committee carefully considered and deliberated on each of the issues and presents its conclusions in this final report. This report also details the Committee’s preliminary recommendations for changes to the Bylaws. In some cases, the Committee conclusions do not require a change in the Bylaws but may require some action by the Board of Trustees or College Board staff. These recommendations for action are also detailed in this report.

Summary of Key Conclusions and Recommendations

In general, the Committee recommends retaining much of the governance and advisory structures outlined in the current Bylaws. No significant changes in the Assemblies, delegates, or the composition of the Board of Trustees are recommended. The Committee affirmed, with significant support from Members, that the basic governance and advisory structures remain relevant and should be retained. However, there are recommendations for revisions. This section of the report provides a summary of the recommended revisions, along with other recommendations to improve the governance of the College Board.

Concerning Membership, the Committee recommends modifying the eligibility criteria for secondary and postsecondary systems. The current Bylaws state that systems must be of “substantial size” to be eligible for membership. The Committee recommends deletion of the “substantial size” language to make it clear that all systems can be considered for membership if the other criteria have been met. This recommended change is explained in detail in the body of this report.

Also with regard to membership for institutions, the Committee recommends deletion of the word “substantial” in defining the level of use of College Board programs and services required for membership. This change is explained in detail in the body of this report.

The Committee recommends retaining the current membership eligibility requirements, which do not provide for individuals or middle schools. The rationale is provided in the body of this report.

The Committee also recommends retaining the current language, which includes the requirement that all persons of that gender or faith are treated in an equitable manner. The rationale for retaining the current language is provided in the body of this report.

While the basic governing structure around both the National Assemblies and the regional assemblies is retained, there is a recommended change in the names of two of the national assemblies. The recommended name of the current Guidance and Admission Assembly is the Counseling and Admission Assembly. The recommended name of the current College Scholarship Assembly is the CSS/Financial Assistance Assembly. Using a uniform template, each Assembly’s charge has been revised to reflect its focus. The Committee does not recommend adding an additional and separate regional assembly exclusively for international Members. Again, the rationale is included in the body of this report.

To comply with current applicable law as it relates to voting by Members, some changes are required and therefore recommended by the Committee. In summary, the current Bylaws provide for voting, under certain circumstances, by the “entire Membership” outside and separate from a duly called meeting of the Members. The applicable law requires that all votes of the Membership be at a duly called meeting of the Members. These votes of the Membership at duly called meeting (an Annual Meeting or Special Meeting) are votes of the entire Membership. Therefore, sections in the Bylaws that refer to votes by the entire Membership have been revised to state that these votes will be by Members at a duly called meeting.

The Committee recognizes that only a percentage of the Members are usually able to be physically present at a duly called Annual Meeting or Special Meeting of the Members. Therefore, the Committee recommends adding language, which is already prescribed in the applicable law, that Members may designate a proxy to vote on the Member’s behalf. The Bylaws continue to state that a Member must be present to vote. However, “present” is defined under the law quite broadly. It can mean either physically present, having a proxy present, voting electronically, or voting in advance. While legal considerations are driving these changes, the Committee has also concluded that it has the potential to significantly increase participation in voting by College Board Members. Additional notes related to this recommended revision are provided in the detailed section of this report.

Recent changes in NYNPL also contain requirements regarding Trustee Committees, including the Executive Committee. These changes in the law, which required additional language in the Bylaws, have been reflected in the section on Trustee Committees. Only small changes from current practice are necessary and will not materially impact the work of the Trustee Committees.

In addition, the Committee recommends a significant number of revisions in the wording of the Articles in the Bylaws. Most of these revisions are technical in nature, intended to clarify and modernize language, better reflect current practice, and eliminate language that is no longer relevant. The Committee also recommends adding Articles that reflect best practice requirements for corporate Bylaws and others required by applicable law. These new Articles, while important statements, do not change the basic governing structures. With the added Articles and rewording of other Articles, a reordering of the Articles to achieve a more logical and coherent presentation of the Bylaws was needed.

Further, the Committee recommends a revision of all applicable Articles to accurately reflect all of the key elements of the College Board’s purpose, to reflect the current practice of the Secretary, and to modernize the methods for votes taken by ballot. These revisions are detailed as follows:

  • Research. While the Charter states that conducting research is one of the core purposes of the College Board, the current Bylaws refer only to programs and services. The Committee, supported by input from Members, recommends that all applicable Articles now include “research, programs, and services.” As a core purpose, the Committee also recommends that research continue to be a high priority for the College Board and appropriately monitored by the Board of Trustees.
  • Secretary of the Corporation. The current Bylaws require application for membership, resignation of a Member, and notices regarding membership to go through the President. As a matter of current practice and the normal duties of a Secretary, these applications and notices come from the Secretary of the Corporation. The Committee, supported by input from Members, recommends that applicable Articles be changed from “President” to “Secretary of the Corporation.”
  • Ballots. When ballots are called for in the current Bylaws, they are required to be mail ballots. Technology now makes the exclusive use of mail ballots obsolete. The Committee, supported by input from Members, recommends that applicable Articles remove the references to mail ballot and refer only to voting. The Committee also ensured that the Bylaws do not restrict opportunities for broad participation in meetings and voting, including but not limited to, participation in meeting via technology, electronic voting, and voting by proxy. These additional opportunities would be made available if desired and if the ability is available.

If the recommended revisions in the Bylaws are adopted, the substantive effects of the changes from current practice are as follows:

  • Some of the votes and ballots previously conducted only by mail ballot will be permitted through other means, including electronic (if desired and if offered).
  • Some meetings will provide for participation via technology, including participating in votes taken at the meeting (if desired and if offered). For example, Special Meetings will be given a high priority for a broad spectrum of opportunities for participation and voting.
  • To be eligible for membership, secondary and postsecondary institutions will be required to demonstrate regular, but not necessarily substantial, use of College Board programs and services.
  • To be eligible for membership, secondary and postsecondary systems will be required to demonstrate support for the work of the College Board, but not be of substantial size.
  • To be eligible for membership, agencies will be required to demonstrate that their work in support of the purposes of the College Board is significant in terms of scale and/or impact on students.
  • The name of the Guidance and Admission Assembly will be changed to Counseling and Admission Assembly.
  • The name of the College Scholarship Service Assembly will be changed to CSS/Financial Assistance Assembly.
  • Voting of the entire Membership will be votes taken by the Members at a duly called meeting of the Members— either at an Annual Meeting of the Members or Special Meeting of the Members. Mail ballots of the entire membership referenced in the current Bylaws are no longer permitted under the applicable law, except when seeking unanimous consent of every Member.
  • Members will be provided details on their legal right to designate a proxy for voting at a duly called meeting, if the Member’s delegate or alternate are unable to participate.
  • The membership of the Executive Committee of the Board of Trustees must be approved by three quarters (3/4ths) majority of the members of the Board. The Executive Committee’s actions are restricted by the recent changes in NYNPL but still retain some authority to act on behalf of the Board of Trustees. Further, other committees of the Board of Trustees that are comprised of both trustees and nontrustees or only nontrustees, can be advisory/recommending committees only.

If the recommendations not related to specific changes in the Bylaws are adopted, the Members should realize the following:

  • All of the governing and advisory structures (Board of Trustees and the assemblies) will be better informed and involved in a program of research in support of the purpose of the College Board.
  • Individuals who have a key relationship with the College Board will experience an increase in the quantity and quality of communication with the College Board.
  • Middle school contacts and involvement will be enhanced through the respective high school Member and/or the respective system Member, and directly with the College Board. For example, middle school counselors, curriculum supervisors, principals, and teachers may be solicited from the respective high school and/or district Member institutions for involvement and input. These middle school contacts may expect communications from directly from the College Board relevant to their important roles in college preparation and postsecondary success.
  • Efforts to more effectively serve international Members will continue. Changes already underway to assign international Members to other than one region will also continue.
  • The Trustee Committees on Membership, Nominations, and Governance will carefully monitor the composition of the Board of Trustees and the assembly councils to ensure balance and diversity so that the purposes of the College Board continue to be achieved and advanced.
  • The governance plans of the assemblies will be better aligned to ensure equitable participation in the governance and advisory bodies. The practices of aligning agendas around common challenges, future plans, and advocacy will be given greater emphasis and support by College Board staff.
  • The role of delegates and voting requirements will have greater clarity. Communication with delegates will be enhanced.
  • The Board of Trustees, working with the assemblies, the Trustee Committee on Governance, and legal counsel, will develop a policy to remove a Trustee for cause, such as failure to perform the duties assigned to Trustees.

Detailed Conclusions and Recommendations

The Committee’s conclusions and recommendations in detail are outlined in this section of the report. The appendix to this report includes a “clean copy” of the revised Bylaws and a “redline version” of the current Bylaws’ document that tracks the changes. The conclusions and recommendations presented in this section follow the revised order and numbering of the Articles contained in the revised Bylaws document.

Article I: Nature and Purpose of the College Board

The Committee recommends that the language in the first Article be revised to align with the “nature and purpose” as stated in the College Board’s formal Charter. The new language also clearly identifies the organization as a not-for-profit membership corporation operating for educational purposes.

The Committee also recommends adding a parenthetical statement that the College Entrance Examination Board uses a shortened version of its legal name—“College Board.” All further references in the Bylaws are to the “College Board.”

The section in this first Article that generally defines the “Members” has been given greater emphasis. The purpose statement is taken from the formal Charter and clarifies that the purposes are accomplished through the development and coordination of research, programs, and services. This section of the Bylaws concludes by stating, “In carrying out these activities, the College Board demonstrates its commitment to access and equity for all students.”

Article II: Governance of the Corporation

The Committee recommends moving the Article on “Governance” forward in the Bylaws document. This Article provides context important to the understanding of governance and activities, which are referenced early in the document. Therefore, “Governance of the Corporation” is now Article II.

No changes in the current language are recommended. The Committee affirms the current language indicating that the Board of Trustees governs the business and affairs of the College Board, while the President provides the day-to-day management of the College Board.

The Committee also supports the current requirement in the Bylaws to review the Bylaws no less than every ten (10) years and recommends no change to this statement.

Article III: Membership

Several key issues regarding membership were considered, including institutional versus individual membership, the evolving definition of gender, the role of middle schools in membership, and single high school districts and their member relationship with the College Board. The Committee recognized that membership is the strength and energy of the College Board and thoroughly considered these issues.

Institutional versus individual membership. Following consideration of institutional versus individual membership, the Committee concluded that institutional membership has stood the test of time, has served the College Board effectively, and can continue to be effective well into the future. Therefore, after extensive discussion, the Committee advises maintaining the current practice of having only institutional and not individual members. The Committee does support current efforts to enhance the communication with individuals associated with institutional members, while maintaining the structure and benefits of institutional membership.

Rights related to same gender institutions. The Committee fully endorsed, without reservation, the right of Members to educate persons of the same gender or a particular faith as with in an equitable manner. These long-standing rights and the current language are fully retained without changes. However, the Committee did spend time discussing the issues related to gender identity and the potential impact on practices in education. The Committee concluded that the current language is sufficient and allows for an interpretation by the Board of Trustees in a manner that is flexible as definitions and practices evolve.

Middle schools. With the increased involvement of middle schools in College Board programs and services, the Committee was asked to consider a revision in the Bylaws that would provide eligibility for membership. After an in-depth discussion, the Committee recommends that membership be held by high school(s) and/or district(s) to assist middle schools in preparing students for the successful transition from high school to college. While the Committee recognizes that preparation for college begins well before high school, the purpose and governance structure of the College Board are primarily focused on the critical transition of a student from high school to college. Therefore, the value of membership and the requirements of membership for middle schools were questioned. The Committee also noted, based on the input provided to it, that support for full membership for middle schools was limited. Many expressed concern that without a well-defined strategy for middle schools in the governance structures, inclusion in membership at this time was premature. The Committee was also informed that definition of a middle school is not consistent and varies from state to state and within states. While not insurmountable, this lack of consistency added support to the conclusion and recommendation of the Committee.

However, the Committee supports additional efforts to include middle school representatives in discussions related to College Board research, program, and services that directly impact their work. A middle school advisory group might be established, and regional and other councils could seek out middle school personnel for member-leader positions. Other possibilities include Forum sessions on best counseling practices for the transition between eighth and ninth grades, developing college/career exploration curricula for middle school students, and sharing resources on the vertical integration of college preparation throughout the district. Such efforts related to middle schools and middle school students should be continued and expanded in the future. Finally, the Committee strongly supports the current practice of extending member rate discounts to middle school personnel as a part of an aligned high school or district membership.

Regular and substantial use requirement for institutions. The Committee reviewed the current Bylaws requirement that Member institutions demonstrate “regular and substantial use” of College Board programs and services. The Committee recommends deletion of the word “substantial.” The Committee, with support from the Board of Trustees, expressed concern that the inclusion of “substantial” could be interpreted as an overemphasis on a marketing/revenue effort, and that volume was a primary driver in determining eligibility for membership. It was also noted that the current interpretation of “substantial” is the regular use of only one (or more) program(s) or service(s) of the College Board. The Committee concluded that “regular” use was of more importance in consideration of membership, and that the deletion of the word “substantial” better fit the spirit of the College Board’s values and current practice.

Single high school and single campus systems. The current requirement for secondary and postsecondary systems (districts) to be of “substantial size” was raised and deliberated by the Committee. The current interpretation of “substantial” requires a system to have at least two institutions in the system—two or more high schools in reference to secondary systems, and two or more campuses in reference to postsecondary systems. The Trustee Committee on Membership raised concerns about the “substantial size” requirement in the current Bylaws, and asked the Committee to consider a change that would allow for greater flexibility in determining membership for single high school districts and single campus college systems. The Committee spent a good deal of time considering the recommendation from the Membership Committee. In the end, the Committee concluded that the wording “substantial size” and its current interpretation do not reflect the values of inclusivity and equity espoused by the College Board. The Committee, therefore, recommends deletion of the words “substantial size” in this section of the Bylaws. The Committee affirmed that College Board membership should be open to all institutions and systems regardless of size. The Committee also noted that without a change, there is an inaccurate perception that the College Board focuses more on large districts. This recommended change, while supported by the Committee, the Trustee Committee on Membership, and the Board of Trustees, does come with some concern for the long-term impact on the balance and the role of higher education in membership and governance. Therefore, the Committee recommends an ongoing study of the impact of this change on balance and diversity needed in the membership so that the College Board’s purpose continues to be achieved and advanced.

Article IV: Assemblies

The Committee recommends that the Bylaws simply reference assemblies and then provide the details on the three (3) national assemblies and the six (6) regional assemblies. The opening of the Article on Assemblies states, “in order to advance the purpose of the College Board, as referenced in Article I, paragraph C, including the commitment to access and equity, the College Board shall designate assemblies as part of its governance and advisory structure. The assemblies are as follows: Academic Assembly, Counseling and Admission Assembly, CSS/Financial Assistance Assembly, and six (6) regional assemblies.”

The Committee found widespread support for the current structure of both the national and regional Assemblies and recommends few changes. The Committee, with the involvement of the respective assemblies, reviewed the names of the assemblies, their respective charges, and discussed the level of connection with the College Board as a whole, along with the role of the assemblies in the governance structure.

With respect to the three area-focused national assemblies, the Committee recommends the following:

  • Academic Assembly. The Academic Assembly continues with its current name and structure with minor changes in wording to its charge to include “teaching” as well as learning. The current Academic Assembly Council supports this recommendation.
  • Counseling and Admission Assembly. The Guidance and Admission Assembly name be changed to Counseling and Admission Assembly, retain its current structure, and include some minor changes to its charge. The current Guidance and Admission Assembly Council supports this recommendation. The Committee agreed that changing from Guidance to Counseling reflects a more inclusive and contemporary term related to the focus of this assembly.
  • CSS/Financial Assistance Assembly. The College Scholarship Service Assembly name be changed to CSS/Financial Assistance Assembly, retain its current structure, and include some minor changes in wording to its charge. The current College Scholarship Service Assembly Council supports this recommendation. The Committee agreed that retaining CSS is important at this time, but adding Financial Assistance provided some needed definition of its focus and better describes the assembly’s focus.

Regional Assemblies. Regarding the six (6) regional assemblies, the Committee recommends that they be retained with their current name and geographic boundaries. The Committee concluded that the existing regions are serving Members effectively and have the capacity and structure to continue to add value to the governance and advisory structures of the College Board well into the future. Therefore, the Committee recommends that the current six regional assemblies be retained—New England, Middle States, Midwest, South, Southwest, and West.

The Committee noted the concerns regarding the role of the regional assemblies in the overall governance structure of the College Board. The Committee is aware of current efforts to better align the work of the national assemblies and the Board of Trustees with the regional assemblies. The Committee concluded that strategies for enhanced connections among the regional and national assemblies, included in the governance plans of the regional assemblies, present an opportunity for added value and significance to the regions as well as to the overall governance and consultative structures. These strategies should be continued and given greater priority and emphasis.

International Members. It was suggested by some that a new and separate “international region” be formed to exclusively serve the College Board’s international Members. The Committee carefully considered this suggestion, but concluded that it was premature to add a separate international region at this time. The Committee noted that the number of international Members remains relatively small, and the long-term strategic plan for international initiatives is evolving but is not yet clearly defined. The Committee, however, adds its support to the current efforts to change and expand the assignment of international Members to other than one particular region.

Funding for special projects. One small edit is recommended with respect to the regional assemblies and special projects. The Committee recommends consistent language requiring special projects be considered for funding through the normal budgetary process. This recommended language provides consistency for all assemblies, including the national assemblies.

Article V: Delegates

The Committee has determined that the delegate structure as it is now remains effective and continues to serve the College Board and its Members. However, the Committee did consider concerns regarding a lack of clarity around the role of delegates, voting, and mobilizing delegates on common issues. While a change in the Bylaws is not required, the Committee recommends that College Board staff continue their efforts to communicate effectively with delegates, align efforts among and between the various governance and advisory bodies, and regularly seek input and feedback on these efforts.

One sentence was added to clarify that an alternate must be affiliated with the Member. Another sentence was added to clarify that a delegate shall represent no more than one (1) Member, unless such has been appointed as a proxy for another Member.

Article VI: Voting of Members and Delegates

The Committee recommends retaining almost all of the current language with added language referencing proxies and voting options. NYNPL provides the legal right of a Member to name a proxy. The Committee recommends that the Bylaws reflect this legal right. Therefore the new language in this Article provides the process for a Member to authorize a person to act as the Member’s proxy. The process is similar to the appointment of a delegate, which is through written notice to the Secretary of the College Board. All references to voting by delegates and alternatives now also include proxies.

The basic requirement for only one Member to have one vote is fully retained in the Article.

NYNPL also permits voting in advance or through technology. Language has been added to clarify these options, should these options be desired and available.

Article VII: Annual Meeting of Members

The Committee recommends retaining the current rules and practice related to the Annual Meeting but does provide a required revision to voting on amendments and items of new business.

 The current Bylaws provide for voting on amendments and new business but only as recommendations that would then need to be voted on by the entire membership through mail ballot. NYNPL states that votes taken at a meeting of the Members is a meeting of the entire membership if a quorum is present. These second votes of the entire membership, which has not occurred in almost two decades, are not legally permitted.

Therefore, to comply with the law and maintain a high level of engagement by the Members, the language on voting on amendments of resolutions that have been set forth in advance of the meeting, requires a 2/3 vote of the meeting to be considered as part of the original resolution at the meeting, as opposed to a mail ballot of the entire membership, which is no longer permitted under the law.

Resolutions raised at the meeting by a Member on an item not set forth in advance, if so directed by the 2/3 vote of the meeting, would be submitted to a vote of the Members at a subsequent duly called meeting, as opposed to a mail ballot, which is no longer permitted under the law.

With regards to the election of Trustees, the current Bylaws permit nominations to be added to the slate by Members at the meeting, following a majority vote by Members at the meeting. This process has been retained. The language has been clarified to allow the voting process to proceed at the meeting. The nominee with most votes is elected.

Article VIII: Special Meeting of Members

The Committee recommends retaining the current rules and practice, and includes only clarifying language.

Article IX: Dues of Members

The Committee recommends retaining the current language with no change.

Article X: Board of Trustees

The Committee recommends retaining the current number and composition of the Board of Trustees. The current number is thirty-one (31). The Past Chair and the President are Trustees ex officio. The remainder are elected, either by an assembly or by the Members at large. The Chair, Vice Chair, and twelve (12) Trustees are elected by the Members at large. Nine (9) Trustees are elected by the regional assemblies, and six (6) are elected by the national Assemblies. The Committee noted that this composition has worked well and provides an avenue for strong regional and national assembly representation on the Board of Trustees. The Committee does recommend clarifying language regarding terms and temporary appointments in the event of unexpected vacancies. The clarifying language does not change long-standing practice.

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