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Proposed Bylaws Amendment 2016
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At its November 2016 meeting, the board of officers proposed the following amendment to the association bylaws. View the current APA bylaws.

Updates to Position Descriptions

The board of officers has unanimously voted to propose the following bylaws amendment, which makes three main revisions in the specifications of the chair, vice chair, and executive director positions.

First, the amendment revises the significantly outdated position descriptions of the chair and executive director to match both how these positions currently operate as well as the formal position descriptions adopted by the board of officers in 2014. Keeping these two position descriptions up to date is important, since these sections of the bylaws specify the powers and responsibilities of the chair and executive director as well as their relationships to the board and the divisions.

Second, the amendment revises the vice chair’s term of office, making it consistent with other seats on the board and enabling the board to appoint a vice chair for a term that coincides with the chair’s term.

Third, the amendment moves the chief executive officer designation from the chair to the executive director. This revision is consistent with other scholarly associations’ use of the CEO designation and brings the APA into accord with nonprofit best practices, which specify that the CEO title should be held by the person responsible for the day-to-day operations and management of the organization, rather than a volunteer leader such as a board chair. APA legal council affirms that the powers and responsibilities of chair and executive director and their relationships to the board and the divisions are fully specified by the position descriptions; in that respect, the proposed change to the CEO designation makes no difference. Designating the executive director as CEO does, however, send an important symbolic message to non-academic organizations with which the APA’s executive director conducts business, such as conference hotels and vendors. In addition, having the executive director officially named as the CEO could make an important difference to our ability to recruit future executive directors; given the now standard practice elsewhere, some candidates might otherwise be deterred from applying.

The amendment also makes housekeeping changes to these sections of the association bylaws.

Current Bylaws

7.4. Chair of the Board: Election, Term of Office and Duties.

A. The chair of the board shall be elected by majority vote of the board for a three-year term, once renewable. A person is eligible to serve as chair of the board who meets the following conditions:

a) is at the time of election a member in good standing of the American Philosophical Association; and

b) is not at the time also serving as the executive director of the American Philosophical Association; and

c) meets one or both of the following conditions: (1) is or has been a president of a division; (2) has at the time of election served for three or more years as a member of the board.

When the terms of office of the chair and the executive director terminate simultaneously, the term of the chair shall be extended for one year.

B. The chair of the board of officers shall be the chief executive officer of the American Philosophical Association. The chair shall preside at meetings of the board, and represent or appoint others to represent the association at ceremonial and other official occasions. As a matter of practice the duties of the chair of the association shall include hearing complaints of members concerning affairs of the association and arbitrating when necessary.

7.5. Vice Chair of the Board: Nomination, Election, Term of Office, and Duties.

A. The vice chair shall be nominated by the chair of the board and appointed by the board. A chair beginning a term of office may nominate a candidate who, if approved, shall serve an initial term of not more than fifteen months. The appointment is renewable through the same process for a succeeding year and renewable again through the same process until the term of the board chair is over. The term of a vice chair shall not continue beyond the expiration of the term of the chair. Nominees for the position of vice chair shall be chosen from among the present or past board members.

B. The vice chair shall serve as chair if the chair is unable to perform the duties of the office, until such time as the chair either returns to duty or is replaced. The vice chair may represent the chair on such occasions as the chair designates.

...

7.7. Executive Director: Appointment, Term of Office, and Duties.

A. The executive director shall be appointed by the board for an initial term of no more than five years, and may be reappointed indefinitely thereafter to mutually agreed-upon terms of no more than five years each. The executive director shall not vote as a member of the board on issues concerning the executive director's terms of employment.

B. The executive director of the association shall maintain the national office of the association, keep membership records, serve as the secretary of the association, serve as editor of the publications of the association, and carry out such other duties as the board of officers may require.

Proposed Amended Bylaws

7.4. Chair of the Board: Election, Term of Office and Duties.

A. The chair of the board shall be elected by majority vote of the board for a three-year term, once renewable. A person is eligible to serve as chair of the board who meets the following conditions:

a) is at the time of election a regular member of the American Philosophical Association; and

b) is not at the time also serving as the executive director of the American Philosophical Association; and

c) meets one or both of the following conditions: (1) is or has been a president of a division; (2) has at the time of election served for three or more years as a member of the board.

When the terms of office of the chair and the executive director terminate within six months of one another, the term of the chair shall be extended for one year.

B. The chair of the board of officers shall preside at meetings of the board, and guide the governance process, centering the work of the board on the association’s mission, vision and strategic direction. The chair represents the association to internal and external constituencies. The chair serves as the board’s central point of official communication with the executive director and leads the processes of executive director goal-setting. The chair nominates the vice chair and appoints members of ad hoc committees and task forces established by the board.

7.5. Vice Chair of the Board: Nomination, Election, Term of Office, and Duties.

A. The vice chair shall be nominated by the chair of the board and appointed by the board. A chair beginning a term of office may nominate a candidate who, if approved, shall serve a term of up to three years. The term of a vice chair shall not continue beyond the expiration of the term of the chair. Nominees for the position of vice chair shall be chosen from among the present or past board members.

B. The vice chair shall serve as chair if the chair is unable to perform the duties of the office, until such time as the chair either returns to duty or is replaced. The vice chair may represent the chair on such occasions as the chair designates.

7.7. Executive Director: Appointment, Term of Office, and Duties.

A. The executive director shall be appointed by the board for an initial term of no more than five years, and may be reappointed indefinitely thereafter to mutually agreed-upon terms of no more than five years each. The executive director shall not vote as a member of the board on issues concerning the executive director's terms of employment. The executive director shall be appointed as a regular member of the association for the term of office.

B. The executive director of the association shall be the chief executive officer of the association and reports to the board of officers. The executive director manages the operations of the office of the association and appoints, supervises, and evaluates members of the APA staff. The executive director oversees public relations, develops and manages the APA’s budget, works closely with the divisions and committees, identifies and makes recommendations to the board concerning internal and external issues that could affect the organization, and oversees the implementation of association policies.

C. The executive director shall serve as the secretary of the association.

The American Philosophical Association
University of Delaware
31 Amstel Avenue, Newark, DE 19716
Phone: 302.831.1112 | Fax: 302.831.8690
Email: info@apaonline.org