Bylaws Changes Approved at General Membership Meeting

The TOGA members present at the General Membership Meeting on 23 September 2023 approved a series of changes to TOGA’s bylaws aimed to continue helping modernize our association.

Here’s a summary of the amendments approved at the meeting:

Budget Development and Execution

• Our previous bylaws:
  • Encouraged budget approval after the fiscal year begins
  • Didn’t enable any officer or group to make minor changes to the budget without gaining approval of the whole board
  • Required that minor changes to accounts be approved by the entire board
• The approved amendments require or authorize:
  • The President to establish a timeline for budget consideration prior to the start of the fiscal year
  • Minor changes to the budget be approved by the Executive Committee with notice to the entire Board not later than the next meeting
  • Establishing or changing accounts be approved by the President or Vice President

Board Size

• Our previous bylaws:
  • Required an even number of board members, unlike most boards we’ve researched that have an odd number of board members
  • With that ten-member board, make it possible for there to be a tie vote on an important topic
  • Required us to elect five members each year
• The approved amendments require:
  • That the Board consist of nine members (beginning with the elections in 2024)
  • That each year we elect three members, reducing the complexity of the elections

Officer versus Board Responsibilities

• Our previous bylaws:
  • Have some places where the Board, as a whole, was charged with executive tasks
  • Established specific reporting chains for certain officers
• The approved amendments:
  • Task the President and Vice President with day-to-day operations of TOGA under the broad constraints established by the Board
  • Give the President the authority to establish reporting chains for appointed officers in order to take into account the abilities of the persons in those roles and the situation

Key Officer Tenures

• Our previous bylaws:
  • Constrained the terms of the President and Vice President to two years
    • We’ve found that the first year officers serve in any position was largely about learning what they need to do
    • This only gave TOGA one more year to take advantage of the learning investment we’d made in those individuals
  • Encouraged TOGA to leave other officers in positions too long
    • This reduced TOGA’s ability to address any unexpected turnover
    • Encouraged burnout
    • Encouraged us to avoid succession planning
• The approved amendments:
  • Allow the Board to elect Presidents and Vice Presidents to serve three consecutive, one-year terms
  • Limit Secretaries and Treasurers to serve five consecutive one-year terms

Board Meeting Quorums

• Our previous bylaws:
  • Established an attendance threshold for a Board Meeting quorum that exceeded common practice and prevented formal action at some Board Meetings
• The approved amendments:
  • Establish that a majority of the Board represents a quorum

General Membership Meeting Participation Criteria

• Our previous bylaws:
  • Prevented participation in the General Membership Meeting by those who were not personally present, including those who were legitimately unable to attend
  • Did not recognize that we now have the capability to enable virtual participation
• The approved amendments:
  • Provide the discretion to allow various members to participate virtually in the General Membership Meeting