Proposed Changes to Bylaws and Code of Conduct

Dear Colleagues and Members of the American Society of Mammalogists –

Our Society is broadly structured by a set of Bylaws & Rules that govern – and restrict – our actions in certain respects.  You may find our Bylaws & Rules at http://www.mammalsociety.org/asm-bylaws-and-rules, and those of you interested in how the ASM operates should take time to review these.  Bylaws & Rules tend to be a bit dry, but they define many key aspects of our governance.

I am writing to propose changes to our Bylaws & Rules, and per Article VI of these very Bylaws, this requires three steps.  First, notice of any proposed amendments must be made available to all Members at least two months before our annual meeting.  Second, the Board of Directors must review and recommend the proposed changes to Membership.  Finally, changes require a two-thirds vote of Members present and voting at our annual meeting. 

Our planned Members Meeting would have occurred on Saturday 6 June, which is two months from this coming Saturday.  As COVID-19 has forced us to cancel this year’s meeting, there will be no Members Meeting, which presents a rare problem with respect to amending our Bylaws. We have not failed to meet annually since World War 2, so there is limited precedent on how to manage Society activities under such circumstances.

However, the amendments that I wish to propose are of sufficient importance and gravity that the Board of Directors has approved a proposal that allows us to proceed.  Specifically, with this message I am circulating my proposed changes at least two months in advance of our planned Board of Directors meeting in June (likely electronically).  This provides you, our Members, with two months to review these proposed changes and to give us any comments you wish.  At the Board of Directors meeting, the Board will vote to approve or reject my proposed Bylaws changes.  If approved, these will take effect immediately, but with the proviso that these will subsequently be presented to and voted upon by Membership at our next annual meeting, which will be in Anchorage in July 2021.  I recognize that this bends the rules slightly, but as this retains the intent of the Bylaws, and given the importance of the proposed changes, I am willing to accept this minor deviation.

In this letter I will outline the key changes that I am proposing to our Bylaws, and I will provide you with a copy of these Bylaws in which my changes are inserted using Track Changes.  This will provide you, the Membership, with the Bylaws-dictated two months to review and comment.  Let me emphasize that we value your input, and I am happy to address any questions you may have.

Some of the proposed changes are needed to support recent and proposed changes to our Code of Conduct.  Changes to the Code merely require approval of the Board of Directors, but some recent and proposed changes included revocation of honors, awards, and even membership in the case of verifiable and egregious violation of the Code.  As membership and associated rights are defined in our Bylaws, we now wish to bring these two documents into agreement.

Additionally, we have added a new paragraph to our Code of Conduct on “Misconduct occurring outside of ASM and ASM Meetings”.  Whereas the ASM has no binding authority over Member’s actions away from ASM events, we feel it important that any misconduct be considered when evaluating nominations for any form of recognition by the Society.  Moreover, in the interest of the safety of our membership, we include herein a sentence clarifying that the Society reserves the right to limit access to ASM-sponsored events should verifiable evidence be presented to ASM leadership.  The intent of these revisions is to ensure that all Members feel safe at all ASM events, and to provide clear guidance on sanctions should any members violate our Code of Conduct. 

Included in this message you will find a copy of both the ASM Code of Conduct, and our Bylaws & Rules, with proposed revisions indicated using Track Changes. 

ASM Code of Conduct - proposed revisions (6 March 2020).pdf

ASM BYLAWS AND RULES - proposed changes post legal consultation (6 March 2020).pdf

There are three classes of changes to the Bylaws.  Some are trivial re-ordering of paragraphs to present material in a more logical order, but which make no material changes to the Bylaws.  A second class simply clarifies how Standing Committees are established and/or disbanded, and who has authority over this.  This is an issue that has been somewhat unclear in recent years; these changes merely codify what already exists in Robert’s Rules of Order.  A third class pertains to the potential for the Board to rescind awards, honors, and even membership upon egregious violation of our Code of Conduct.

I will not discuss or outline first class of revisions; these should be self-evident.

The second class is found in Article VIII, new Sec. 2. As this is pretty straightforward, I will not discuss this further.

It is the third class of changes that is most influential, as it has the potential to rescind the honors or awards of members, to limit their participation in ASM activities, and in the extreme to lead to loss of membership.  Clearly, we hope that this will never occur, but we have an obligation to ensure that procedures are in place. There are three key changes.

  1. The first of these changes is to Article II, the new Section 2 (the remainder of Sec. 2 is now in Sec. 3).  Whereas previously “Any person [could] be elected to membership upon payment of dues”, now we clarify a four-step process; 1) apply for membership, 2) pay dues, 3) be elected, and 4) comply with our Code of Conduct.
     
  2. The second change is to Article II, new Sec. 8, which makes explicit that the Board of Directors has the right to remove any member from the Society – with cause – by a three-fourths vote of the Directors present and voting.
     
  3. Finally, Rule IV is being re-labeled, from “Delinquents” to “Member Ineligibility”, and we have added a paragraph to clarify that the Board has the right to limit the participation of members in ASM meetings if they violate our Code of Conduct.  This also requires a three-fourths vote of Directors voting.

Finally, it is worth noting that our Code of Conduct states explicitly that any Officer, Director, or Ombudsperson who has a potential conflict of interest in any misconduct issue shall recuse themselves from these cases. 

In closing, the ASM Board of Directors will meet this June to conduct Society business.  One item on the agenda will be discussion and voting on these changes to both our Code of Conduct and our Bylaws & Rules.  Please review these proposed changes, discuss among yourselves, and bring any concerns, questions, or comments to any Board member.  Your comments may be treated confidentially if you wish.  It is my hope that all Member comments will be transmitted to the entire Board for consideration.

Thank you for your role in the governance of the ASM.  I’m very sorry we won’t be meeting this year, but this makes me all the more eager for our gathering next year – I hope to see you all in Anchorage in July 2021.

Very sincerely,

Doug

Douglas A. Kelt

President, American Society of Mammalogists