Why you should vote AGAINST on the proposed ASNT Bylaws change

 

By David L. Culbertson, Chair of the ASNT Governance Committee, Past President of ASNT, and 50+ years Member

 

ASNT is releasing a ballot on August 15th which will, if successful, be the last Bylaws change that the membership of ASNT will ever vote upon. It essentially takes the voting power out of the membership and puts it solely in the hands of the Board of Directors. This includes the portions which govern the Board of Directors itself as well. The information sent out by ASNT prior to the vote is included below:

On 20 June 2020, the ASNT Board of Directors approved submitting proposed Bylaws amendments to the membership for consideration.

 

ASNT has partnered with Intelliscan, Inc. to conduct Bylaws amendment balloting. On 15 August 2020, all eligible voting members of the Society will receive an email from Intelliscan Inc. with instructions and a link to an online ballot to cast their vote for or against the proposed Bylaws amendments.

 

The proposed rewrite of Article X: Amendments, along with the rationale for the proposed amendments are published in the August 2020 issue of Materials Evaluation, pp. 910-911.

 

Voting will remain open through 11:59 p.m. Eastern Time on 22 September 2020.

 

Be sure to add ASNT2020@Intelliscaninc.net to your safe sender list, so that you will receive your emailed ballot on 15 August 2020.

 

Thank you.

 

 

The information included in M.E. can be found in your electronic copy or, if you have received it, your hard copy of M.E on pages 910-911.

While it is not necessary to have Society members vote on Bylaws amendments, nonprofits that allow members to vote increase the accountability and transparency of the organization. Given the general sentiment that ASNT’s governance and Board actions have severely lacked transparency and adequate communications in the last decade, it seems ill-advised that the Board would take away the right of the members to vote on Bylaws changes for the foreseeable future. Though the new language requires a 45-day comment period by the membership, ultimately it says that the Board will only consider the comments and then vote and respond to each comment in writing. It also says that the Chairperson of the Board “may” call a special meeting to discuss changes but certainly does not have to do so.

As an example, in the ASNT Bylaws, Articles III and IV, the Board of Directors and Officers make up and terms of office are delineated. Should this Bylaws change go through, the current Board could vote to amend the Bylaws to extend their terms, add positions, and extend their powers, at will. What does this mean? The current Board or any of those in the future could decide that their terms are endless and they could be in charge of the Society in perpetuity.

As background, the Bylaws of a nonprofit are the legally binding rules by which the organization is governed. They set forth the structure of the organization and guide the Board of Directors (“Board”) in the conduct of its business. In essence, Bylaws are the operating manual for a nonprofit. Like an operating manual, all too often they are only referred to when something goes wrong.

A nonprofit that is exempt from federal income tax, as defined under Internal Revenue Code 501(c)(3), is required to submit a copy of its Bylaws along with its application for tax exemption under IRS form 1023 (Application for Tax Exemption). Nonprofits are required to keep records of their Bylaws, but unlike amendments to the Articles of Incorporation, Bylaws can be changed without officially filing the amendments with the Secretary of State.

To remain relevant, Bylaws should be reviewed by the Board every year or two, and amended whenever there are significant changes in the nonprofits’ mission and/or operations. The Bylaws should accurately reflect how the organization operates, and if they do not, should be amended.

A nonprofit that cannot show that its actions comport with the requirements of its Bylaws is vulnerable to lawsuits. A Board can protect itself from legal challenges by adhering to its Bylaws.

I urge all ASNT members to take a good look at what is being proposed and vote NO on the proposed Bylaws change.

 

David L. Culbertson

Chair of the ASNT Governance Committee, Past President of ASNT, and 50+ years Member

Additional Signees

David Bajula, Past President

Terry Clausing, Past President

Nat Faransso, Past President

Bob Feole, Past President

Charles Hellier, Past President

Jocelyn Langlois, Past President

Joe Mackin, Past President

David Mandina, Past President

George Moran, Past President

Ray Morasse, Past President

Ricky Morgan, Past President

Bill Plumstead Sr., Past President

Bob Potter, Past President

Hussein Sadek, Past President

John Stringer, Past President

Marvin Trimm, Past President

Marybeth Miceli, Governance Committee

Brenda Collins, Governance Committee

Flynn Spears, Governance Committee

Mike Ruddy, Governance Committee ('05-17)

References

ASNT Bylaws

Materials Evaluation, August 2020, pp.910-911

Importance of Bylaws

 

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