By Law Proposals – The Art Students League

By Law Proposals

From left: Portrait of President Hayes painted by League Instructor Thomas Eakins;
Sculptors at The League with Instructor Augustus Saint-Gaudens

2020 Constitution Reform Committee 

SUMMARY AND DETAILS OF PROPOSED AMENDMENTS TO THE ASL CONSTITUTION   –  March 25, 2020

We hope that you are all well and safe and that we will get through this pandemic better than ever.  To that end, the Constitution Reform Committee is continuing its work and looking for your help with the many aspects of our constitution that need to be updated and some that must be reconsidered so that the League can continue to flourish for the next 150 years.  

THE BIG ISSUES FOR NOW: NEW LEGAL REQUIREMENTS, CURRENT PRACTICE, MEETINGS AND ELECTIONS

WHY NOW?: CALLS FOR UPDATES FROM THE MEMBERSHIP, A HARD WORKING BOARD, A COMMITTED COMMITTEE WORKING FOR EVERYONE

THE COMMITTEE: We have a dedicated and hard working committee, with representatives from all of our major constituencies, who had been meeting weekly to discuss in depth the ASL Constitution, its implications and potential or required amendments.  What you will see below is the first fruit of the Committee’s work.  One key principle we have adopted is that proposals be presented in separate packages so that the membership can decide which, if any or all, are acceptable.  The Committee plans to present further Constitutional and By-Law proposals for your vote at the October and December meetings.

VOTING ON THE INITIAL PROPOSED AMENDMENTS: On March 11th, the Board of Control approved our first proposals for amendments to several By-Laws.  We still hope to ask for your vote on these at the April 22nd Member Meeting.  However, given our current closure, we will let you know as soon as those plans change.

WE ARE LOOKING FOR MEMBER FEEDBACK: The committee will continue to reach out to you with questions, ideas, and proposals, and would greatly appreciate your feedback. While it is unlikely that we will be able to discuss the proposals and ideas in person any time soon, we hope to do this with you via email for interactive discussion. Here is the email address for you to send us your input; we will do our best to respond in a timely way:

Email address:  constitution@artstudentsleague.org

FIRST PROPOSALS, SUMMARY AND DETAIL: The first proposals from the committee will bring several aspects of four By Laws up to date and make them more reflective of current practice and legal requirements.  These are collected into 3 separate proposals up for a vote as described below.  They are also shown in the context of the Constitution and By Laws themselves below the Summary so that you can see exactly how they will affect the language of our constitution.

 

SUMMARY OF INITIAL PROPOSALS FOR BY-LAW CHANGES

VOTE 1 – Update the Meeting Schedule and Quorum Requirements

By-Law XI MEETINGS:

  • Correct the Business Meeting months to January, April and October, as is current practice.
  • Set Board of Control meetings to 10 monthly meetings without specifying which months.
  • Increase the threshold to call a Special Meeting to 100 active members.

By-Law XIV QUORUM:

  • Make clear that a majority of the Board constitutes a quorum at Board of Control Meetings only.
  • Increase the quorum to 100 at Member Business Meetings, as required by law.

VOTE 2 – Improve the Election Process

Amendment 28 to By-Law XII:

  • Delete electioneering clause; electioneering can be handled more thoughtfully through League policies and procedures.
  • Increase the ballot statement word count limit to 200 from 50; current practice is 115.
  • Add in that Board of Control members and candidates must be ASL members in good standing.

VOTE 3 – Correct an Apparent Ambiguity in the By-Laws Amendment Process

By-Law XV AMENDMENTS: Make By Laws amendable at the Annual Meeting as well as at Business Meetings

DETAILS OF INITIAL PROPOSALS FOR BY LAW-CHANGES

The Specific Recommendations

1) Update the Meeting Schedule and Quorum Requirements

The Committee recommends updating the meeting schedule and quorum requirements to align with actual ASL practices and with the NY Not-for-Profit Corporation Law. Specifically, the Committee recommends that the language in By-Laws XI-MEETINGS and XIV-QUORUM be revised to:

  • Correct the Member Business Meeting months to January, April and October. This is already current practice. The Board of Control has authority to adjust the schedule, this amendment simply conforms the By-Law to the practice and therefore alleviates potential confusion.
  • Set Board of Control (BoC) meetings to 10 monthly meetings and leave it to the BoC to determine the specific months. This increases the number of BoC meetings to be in line with current practice and gives the BoC flexibility to schedule meetings based on anticipated needs or unanticipated circumstances, e.g., disruptive building, weather, and public health events.
  • Increase the threshold to call a Special Meeting to 100 active members. Currently only 15 members are required to call a special meeting of the membership. This number was set in 1965 and is no longer appropriate given the size of the membership and current operations of the League. Moreover, at such a small number (less than 1% of the active membership), there is a potential for disruption by a small group of 15 that could undermine the will of the membership at large and its elected BoC. Requiring 100 active members aligns with the minimum quorum requirements for voting members to conduct business at a member meeting under NY Not-for-Profit Corporation Law §608.
  • Increase the quorum requirement for all regular Business Meetings of the members to 100. This is required by the New York Not-for-Profit Corporation Law §608, which provides that the minimum quorum for a member meeting be the lessor of 100 voting members or 10% of the voting members. (This will also ensure that any vote to amend the By-Laws is based on a quorum of 100, which the Committee felt appropriate for such decisions.)
  • Make clear that a majority of the Board of Control constitutes a quorum at BoC Meetings. This is a clarification since the current By-Laws do not specify for what meetings a majority of the BoC constitutes a quorum.

The following edits to By-Law XI-MEETINGS and By-Law XIV-QUORUM will achieve the foregoing:

 

BY-LAW XI – MEETINGS                 Constitution and By-Laws, 2001 Edition, pg. 14

            The Annual Meeting of the League shall be held on the evening of the first Wednesday in December at eight o’clock.

There shall be three business meetings of the League each year, which shall convene on the evening of the first Wednesday in November October and the third Wednesday in January and April, unless otherwise ordered by the Board of Control.

All nominations of the three elective officers and the three elective members of the Board of Control shall be made at the November October meeting. Nominations shall be closed at the termination of this meeting and no further nominations made.

The Board of Control may call Special Meetings of the League at any time.

The Board of Control shall meet at least once in each month, from October to May, for the transaction of business at least once each month for 10 months out of the calendar year, which months shall be selected by the Board of Control.

Absence on the part of any member of the Board of Control from three consecutive meetings thereof, without satisfactory reasons being submitted to the Board, shall be considered a resignation therefrom.

The President or any three officers may call a Special Meeting of the Board of Control at any time.

A Special Meeting of the members of the League may be called at any time, due notice of the meeting and the object for which it is called being posted on the Bulletin Board of the League two weeks prior to the date of the meeting and signed by fifteen 100 active members.

(As Amended October 20, 1965 April 22, 2020)

 

BY-LAW XIV – QUORUM                Constitution and By-Laws, 2001 Edition, pg. 16

Twenty One hundred active members shall constitute a quorum at the stated meetings, except the Annual Meeting Board of Control and committee meetings.

A majority of the Board of Control shall constitute a quorum at all Board of Control meetings. The Chairman and one member shall constitute a quorum of all committees.

2) Improve the Elections Process

The Committee recommends improving the BoC election process by allowing more communication concerning elections and clarifying eligibility to serve on the BoC. Specifically, the Committee recommends that By-Law XII-ANNUAL ELECTION be revised to:

  • Remove the provision that prohibits ASL employees from electioneering. This will allow instructors and staff who are members to have a voice in the BoC election process along with the rest of the ASL membership. Issues that are unique to employee members can be addressed via employee policies.
  • Increase the ballot statement word count limit to 200 from 50. This will allow nominees a greater opportunity to share their core ideas and bring the By-Laws in line with actual practice, which currently has been permitting a 115 wordcount.
  • Clarify that Board of Control members and candidates must be ASL members in good standing. This has been assumed to be the case by many members and has been the practice. This clarification does not prohibit ASL from attracting major donors as BoC members because the By-Laws provide for the election of honorary members who have the same rights and privileges as regular members.

The following edits to the language of By-Law XII-ANNUAL ELECTION that is set forth in Amendment 28 will achieve the foregoing:

 

AMENDMENT No. 28          Constitution and By-Laws, 2001 Edition, pg. 22 – 23

RESOLVED, that Article XII of the By-laws of The Art Students League of New York be, and it hereby is, amended by deleting the last two paragraphs thereof and substituting the following in their place:

“All votes shall be by ballot cast in person or in absentia in accordance with the provisions set forth in this Article XII. No votes shall be cast by proxy. Candidates shall be elected by plurality vote.

Only Art Students League members in good standing may be nominated for election to, and serve on, the Board of Control. At least four weeks prior to the Annual Meeting, the Board of Control shall cause to be prepared and mailed to all of the Members a ballot listing all of the nominees to be elected at the Meeting, identifying any nominees who are members of the retiring Board of Control, and including any statement of not more than 50 200 words in length which may have been submitted by the nominee for such purpose. The ballot shall otherwise be in such form and include such provisions as may be approved by the Board of Control.

There shall be no electioneering, solicitation or any action favoring any candidate during the electoral process by any employee of the Association. The Board of Control is expressly prohibited from expending any League funds for the purpose of promoting the candidacy of any person except as expressly contemplated in the League’s Constitution and By-laws.”

(Adopted November 1, 2000).

(Amended April 22, 2020).

 

3) Correct an Apparent Ambiguity in the By-Laws Amendment Process

The Committee recommends correcting an apparent disconnect in the By-Laws amendment process to ensure that the members are able to amend the By-Laws at their Annual Meeting. Specifically, the Committee recommends that the language in By-Law XV-AMENDMENTS be revised to:

  • Expressly make the By-Laws amendable at the Annual Meeting. The language of By-Law XV states that the members may amend the Bylaws at any regular Business Meeting but is silent as to whether the By-Laws may be amended at the members Annual Meeting. An interpretation of this silence to mean that the By-Laws may not be amended at the Annual Meeting creates a logistical problem for improving governance. Here is why: amendments to ASL’s Constitution are permitted at the Annual Meeting and only at that meeting. It is highly likely that any such amendments would require conforming or other related amendments to the By-Laws. However, if By-Laws amendments are not permitted at the Annual Meeting, ASL will face situations in which its By-Laws are suddenly and indefinitely out of sync with its Constitution. By making this clarification to the language the members will be able to make amendments to the Constitution and any conforming or related amendments to the By-Laws at one meeting, i.e., the Annual Meeting.

The following edit to By-Law XV-AMENDMENTS will achieve the foregoing:

BY-LAW XV – AMENDMENTS       Constitution and By-Laws, 2001 Edition, pg. 17

These By-Laws may be amended at the Annual Meeting and at any regular Business Meeting of the League, by a three-fourths vote of the members present forming a quorum. But no amendment shall be acted upon unless it shall have been submitted to the Board of Control, and have been posted on the bulletin two weeks previous to such meeting.

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