Changes in Bylaws Broaden Leadership Base, Make CSA More Transparent

Jim Moody, CAE
President

The Board of Directors has made a few changes in the CSA bylaws that I’d like to share with you. Admittedly, discussing bylaws is about as interesting as watching paint dry. Yet, these changes are important, and in our spirit of transparency, I want to make sure you know about them.

Here are the highlights:

· We’ve made it clearer that the company is the member, not the person. That means that anyone from a member company can take advantage of CSA programs and services.
· There are now term limits for Board seats. Terms are for three years, and they are renewable once. After that, there can be no one in a regular Board seat from that company for the next three years. The thinking here is that we want to be inclusive with our governance. We want to avoid the reality and the perception that a small number of companies control the association. The association belongs to all member companies, and every company should have equal opportunity for a leadership role.
· For that same reason, we’ve changed the makeup of the Nominating Committee. The committee now consists of the immediate past chair (who chairs the committee), chair, incoming chair, a sitting Board member and someone not currently on the Board (the latter two chosen by the immediate past chair).
· All companies will be made aware of the selections of the Nominating Committee via e-mail. Unless there is substantial disagreement by the membership (meaning at least 20% of companies submit alternate names), the nominations will become the final selections. If a nominee from the membership hits that 20% mark, it will trigger an election conducted by mail ballot.
· We’ve added an associate member to the Board. While this member can vote as a fully vested member of the Board, he or she will not be eligible to serve as an officer. Compared to our sister associations in other parts of the country, CSA is under-represented in associate members. We believe this is an important part of our community that is missing. Adding this seat on the Board is an important step in saying that we value associate members.
· The term of the treasurer, previously unlimited, is now limited to three years. This seat is only renewable if the person was named to fill an unexpired term, and in no case can someone serve more than 60 months. While no one is implying that previous treasurers failed to do a proper job of oversight, the term limits are important insurance against collusion. Transparency makes good business sense for an association like ours, and moving this detailed knowledge of the association’s finances around to more member companies more often is desirable.

We believe these changes in the bylaws, along with some other clean-up in the language, bring CSA into the modern era in terms of governance structure. We need to be inclusive and transparent in how the association is managed, and these changes allow that to happen.

Is this an indictment on the past? Certainly not. CSA has been strong in the past because of the vision and attention of its Board. But things change, needs arise, and people’s perceptions shift. In the same way that you can’t run your business successfully the same way it was done 20 years ago, CSA has to stay in tune with the times. These bylaws changes bring us to where we need to be for now, but 10 or 15 years from now the thinking may be entirely different.

If you have questions or concerns about these changes, I welcome a discussion. The document showing all the changes is posted on our website……..