2006 IDSA BYLAWS PROPOSAL › sites › default › files › xiglafiles › 2649-Bylaws... · 2006...

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2006 IDSA Bylaws Proposal 1

INTRODUCTION

One of the more comprehensive changes of IDSA in its entire history is in your hands. Your voteto approve these bylaws is the final formal step of a long and involved self-study. More than 500IDSA members have worked together over four years to research, analyze, ideate and evaluateour Society’s structures, programs, membership value and potential. This has been anything but asimple task as we are an organization with demographically diverse membership representing thefull spectrum of age and career interests and aspirations. Throughout the process we have contin-ually stressed our overriding goal to identify how to reinvigorate our purpose and deliverables andensure that our programs are relevant and our structures are supportive of members’ needs andaspirations. Over the past year I have reported our processes, thinking and progress through arti-cles in Design Perspectives, so I hope you recognize these proposals as a result of a long, inclu-sive, member-driven process and that you will support these efforts with your vote of approval.

Why change the Bylaws?It’s important to note that these bylaw changes are just one component of a much larger initiativethat we have titled ‘Future Vision’. This initiative is a comprehensive program of goals, actionitems, governance procedures, budgeting policies and other tools that have been formulated toempower us to succeed in achieving our goals as a member-driven organization. Some of theopportunities identified are easy to implement, such as pod casting, which only required identifica-tion of the opportunity and assignment of member and staff resources to implement it (in less thanone month!).

Other opportunities to improve our organization are governed by the Policy Manual as writtenand modified by vote of the Board of Directors. The IDSA Policy Manual (available on our Website) is the day-to-day operational guideline for our organization and is a living document underconstant review and modification by the Board. Our Bylaws, on the other hand, is a governancedocument that defines legal attributes such as our name, categories and requirements for mem-bership, definitions and duties of elected officers, organizational entities, election and votingrequirements, etc.

Because the Bylaws define the basic governance of the organization, they can only bechanged by the direct approval of the membership. As the past two Boards reviewed the Bylawsin the context of the ‘Future Vision’ initiative, it recognized that if some initiatives require that theBylaws be altered, then we should use the opportunity to consider the Bylaws as a whole fromthe point of view of making them a true governance document, not a source of policy.

This brochure details the affected Bylaws, with the proposed changes and their rationalehighlighted to fully explain the reasoning behind them. Many of the changes are clarifications ofwording and elimination of unnecessary complexity. Others are more substantive. In the followingparagraphs, I will explain the overarching thinking behind some of the more complex proposedchanges. In addition, the Board and I strongly recommend that you thoroughly review the com-plete document and contact any of us with questions.

Basic Premises Guiding Changes:Many of the proposed changes are predicated on making a clear distinction between fundamentalgoverning principles (Bylaws) and operating policies (Policy Manual). As they are currently written,our Bylaws contain inadvertent limiters and operational detail that clutter up the purpose of theBylaws as a governing document. For instance, the existing Bylaws define by number the size ofthe Education Council (9), tying five of the positions to the number of districts; yet if the Boardacts to increase or decrease the number of districts (a decision that the Bylaws empower theBoard to make, in consultation with the affected members), a Bylaws amendment would be need-ed to align the requirement with the new size.

Another example: the Bylaws contains an Article titled ‘Purposes’, which is a long list ofthings IDSA should do, a list that more closely resembles the objectives of a strategic plan than afundamental governing principle. In its place, we are proposing our newly adopted statement ofIDSA’s Core Purpose, which is clearly an overarching governing principle against which theSociety can test programs, budgets and strategic plans for validity over the long term.

In short, an inappropriate level of detail currently burdens the Bylaws. The proposals refocusthem on ensuring effective foundation structures within which the membership’s changing needs,character and opportunity can be addressed. The result will allow for changes to occur in a moretimely manner, providing members with more information and a voice in suggesting and makingthose changes.

Representation & Leadership:Some of the proposed Bylaws changes focus on improving the full representation of IDSA’s varieddemographics and facilitate the transition of leadership. These changes are proposed to increasethe opportunities for new ideas to come forward and for new leaders to emerge, all while ensuringa more stable and continuous transition of officers.

One proposed change calls for the addition of two ‘At-Large’ Directors for the Board. We hadAt-Large Directors many years ago and removed them because, since the Board was meeting onlyonce a year, they didn’t have much opportunity to contribute. The Board now meets as much as 4times each year. Over recent years, offices that carry particular “portfolios” of responsibility, oftenprogrammatic not just representative in nature, have populated the Board. For example, the DistrictVice Presidents conduct district conferences; the Education Vice President conducts an educationconference; and the Chapter and Section Vice Presidents manage the volunteer leaders of theirgroups. While all members of the Board work hard to represent the full spectrum of the member-ship, there is a noticeable absence of an ‘unassigned voice’ of the membership. The Board recog-nizes the need to focus energy on broad-spectrum initiatives but is challenged to find the resourceswithin to drive these programs. The focus on portfolio-based roles also has tended to make elec-tion to the Board of limited interest to many design leaders for whom these activities are not ofinterest. The two proposed ‘At-Large” director positions will offset these challenges and expandleadership opportunities without growing the Board to an unmanageable size.

The proposed Bylaws changes include that the Society follow the increasingly commonstructure of a Board led by a President, President-Elect, Secretary/Treasurer and Immediate PastPresident. Replacing the current arrangement (President, Executive Vice President, Secretary/Treasurer and Board Chair), the new structure will mean that, in 2008 and forward, members willelect a President-Elect who will automatically become President after a two-year term and thenserve as Immediate Past President after two years as President. The structure provides for amuch needed continuity of initiatives and institutional knowledge. With much of the Board turningover every two years, the existing directors feel strongly that the proposed arrangement willenhance IDSA’s ability to build a consistent and dynamic future.

Growth & Globalization:The proposed new Bylaws contain a number of items that do more than streamline procedures. A key one resides in the area of IDSA’s national character in a global economy. Several years ago,IDSA members approved a Bylaws change that made Professional Membership status availableto citizens and residents of North America (Canada, Mexico and the US). Within a year, IDSA hadchartered its first non-US chapter: Alberta. Professional Membership in IDSA is still required toparticipate in a petition to form a chapter of IDSA, but more and more Professional Members nowreside and work in other countries, and in some cases there are enough (20) to legitimately peti-tion for the formation of an IDSA chapter. The value of IDSA chapters in such common businessdestinations as Hong Kong, London and Taiwan to North America-based members is clear: you

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INTRODUCTION


are never far from your network of peers. These Bylaws proposals address that opportunity, notby accelerating it, but by acknowledging it as an allowable option. This is very much in keepingwith the findings of our research over the past four years: it has told us that our members wantexposure to international relationships and ideas but do not want to change the core representa-tion of IDSA as based in America.

As we examined the various structures of IDSA, several stood out as mired in outdated prac-tices that exposed IDSA’s valued volunteers to the onus of legal liability, regardless of IDSA poli-cies and insurance coverage. We sought legal advice from a top law firm specializing in the asso-ciation sector and the clear direction we received was that our Districts (particularly their pro-grams) should operate as internal programs of the Society. The proposed change to makeDistricts an ‘internal’ component of IDSA is a vital improvement for our volunteers by eliminatingtheir legal and financial exposure.

Chapters are also treated in the Bylaws as separate legal entities to the Society, operatingwith their own budgets and Employer Tax ID Numbers, yet only two are currently incorporated.Thus, chapter volunteers have born exposure to liability (such as financial losses and accidentalinjury) not covered by IDSA’s directors and officers insurance. In accordance with the advice of theattorney, and after a thorough discussion by chapter chairs and officers, these proposed Bylawschanges require that chapters maintain incorporated status and appropriate insurance coverage.The IDSA 2007 budget will fund the incorporation process. This Bylaw change will continue chap-ters in their independent status, able to reflect and respond to the character of the local communi-ty while operating as affiliates of IDSA and participating in its leadership.

Equal Opportunity and Representation:As we reviewed the current Bylaws, another practice stood out as inconsistent with the Society’sinclusive philosophy and its actions and policies. Namely the unequal treatment we give students.Currently, the Bylaws require schools to be NASAD accredited in order to qualify for StudentChapter status, even while making Individual Student Membership available to students in anybaccalaureate degree program. Since only recognized Student Chapters can participate in theStudent Merit Awards program, our Bylaws excludes many students from participating in thismost enduring and well-recognized IDSA celebration of excellence.

The purpose of the Student Merit program is not only to honor excellent students with expo-sure at the district conference podiums; it is also to let each school demonstrate the approach ittakes, what makes it unique and outstanding, through the quality of the work of their winning stu-dent. In this sense, the program is an important competitive device that is known to inspire depart-ments to improve. Yet, by excluding the baccalaureate degree programs that lack NASAD accredita-tion, IDSA is effectively disenfranchising an important segment of the student and faculty population.

IDSA makes no limit whatsoever on the entries to the Industrial Design Excellence Awards orany other student program that it endorses. Nor is membership in the Society limited to atten-dance at a NASAD-accredited school. Thus, we set a hurdle for schools and students within acertain part of our structure but do not apply that restriction to any of our other programs.Everywhere else, competition is open and the quality of the work stands on its own.

This inconsistency limits participation and the opportunity for exposure to the best, and thecorresponding motivation to excel is diminished. The Board feels strongly that, in today’s era, it isimportant to provide consistent access; that all baccalaureate industrial design programs shouldcompete openly in the forums IDSA provides, including the Student Merit programs; and that thiscompetition will in fact encourage improvement and investment in quality among the schools.

The Bylaws do not address how IDSA lists schools. This has always been a matter of policy.The effect of opening Student Chapters to all baccalaureate programs will not necessarily changewhat IDSA publishes: One list of Student Chapters and one list of NASAD-accredited schoolswould continue to be published.

VOTE!!!There are many other changes encompassed in this comprehensive revision of our Bylaws. Thereare also many that have proven themselves universal and effective and have not been touched.Please review this brochure thoroughly and cast your vote. Should you have questions or con-cerns, don’t hesitate to call me or your other Board representatives.

I look forward to closing out my administration this fall with knowing that we have moved theSociety forward on many fronts, and brought its Bylaws into alignment with modern realities andcreated a strong foundation for growth and change in the future. Please accept my thanks foryour help in realizing that achievement.

With best regards,

Ron KemnitzerPresident

Key to TextIf an Article or Section is unchanged, it is not included in this document. You can check it atwww.idsa.org under About IDSA, Governance

If changes are proposed for an Article or Section, you will see:■ Current wording printed in black;■ The proposed change printed in red and;■ The explanation printed in black italics in a shaded box.

Where a change is just a few words or a sentence within a paragraph, the new material willalso appear in boldface to make it easier to distinguish.

Ron B. Kemnitzer, FIDSA 540.231.1222 [email protected]

Michelle Berryman, IDSA404.389.0873 [email protected]

Eric Anderson, IDSA 412.268.3181 [email protected]

Bruce Claxton, FIDSA954.723.5061 [email protected]

Katherine Bennett, IDSA 310.392.6081 [email protected]

Eric L. Beyer, IDSA 315.684.7780 [email protected]

Tim P. Fletcher, IDSA [email protected]

Anthony Pannozzo, IDSA [email protected]

Ty S. Rarick, IDSA 512.418.0600 [email protected]

Paul D. Magee, IDSA [email protected]

Paul Hatch, IDSA [email protected]

Prasad Boradkar, IDSA [email protected]

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INTRODUCTION


Article IAdd: Section 3. Official Language.The official language of the Society for governance documents, policies and communications shallbe English.

Why: To align IDSA with the practices of the International Council of Societies of Industrial Design(ICSID) and many corporations, such as Siemens, and to establish a basis for communication thatall its members share in order to focus resources on creating content and services.

Article II: Definition. Industrial design is the profession that designs products and experiences that have value to busi-ness and the user, and that are innovative and aesthetically appropriate.

The industrial design professional service is often provided in the context of a cooperativeworking relationship with other members of a development group. Typical groups may include mar-keting, engineering, manufacturing, research & development, software development, entrepreneursand other professions. The industrial designer’s contribution places special emphasis on humancharacteristics, needs and interests that require particular understanding of visual, tactile, safety andconvenience criteria. Industrial designers combine these considerations with practical concern fortechnical processes and requirements for manufacture; marketing opportunities and economic con-straints; and distribution, sales and servicing arrangements. Industrial designers are guided byawareness of their obligations to protect the public safety and well-being to respect the environ-ment, and to observe ethical business practice.

Change: Remove this Article; move definition to Policy Manual.

Why: Because the profession’s definition is not the definition of IDSA and is not a function of gov-ernance but it is an official statement or position that should be adopted and published as policy.

Change: Article III becomes Article II and all subsequent Articles are numbered accordingly.

Article III: Purposes. The purposes of the Society shall be:■ To develop a cohesive professional organization of industrial designers, design educators and

students;■ To foster high standards of design, design education and professional integrity;■ To acknowledge outstanding design and public service achievement;■ To actively encourage and mentor young designers and students in their professional career

development; and support them throughout the span of their career.■ To foster increased public understanding of the services and values of the industrial design

profession;■ To assist in the development and implementation of quality educational programs for both

future and currently practicing industrial designers;■ To participate in activities aimed at helping industrial design grow as an increasingly vital and

responsible profession;■ To create, assemble and make available a body of professional literature;■ To actively cooperate with industry and government in promoting the creative and responsible

development of products and services;■ To cooperate with others to better the human and natural environment and the quality of life;

PROPOSED BYLAWS AMENDMENTS AND ANNOTATIONS

n To encourage, support and coordinate research and experimentation in industrial design and closely related fields;

n To serve as the authoritative voice of industrial design in the United States of America; andn To conduct or engage in all lawful activities in furtherance of the foregoing purposes or

incidental thereto.

Change to: Article II: Core Purpose. The core purpose of the Society shall be to advance the profession of industrial design through edu-cation, information, community and advocacy. To this end, the Society shall maintain a vision, mis-sion and strategic plan that are updated every two years.

Why: The content under the original “Article II: Purpose” (shown above) provides detail beyond thegovernance principles appropriate to the Bylaws and are suitable as an introduction to the strategicplanning policies of the Society. IDSA’s Board of Directors adopted this core purpose statement toguide work in setting priorities and developing strategic plans. It recommends this statement for theBylaws because it is succinct yet encompasses the full scope of potential IDSA activity without bela-boring the details and thus is an appropriate guide to governance in the long term.

Article III: Membership and Privileges Incident Thereto.Section 8. Individual Student Member.Individual Student Membership in the Society shall be available to any college or university studentin the United States. They may identify themselves as “Student Member, IDSA.” They may neithervote nor be elected as Officers or Chapter Officers.

Change to: Individual Student Membership in the Society shall be available to any college or uni-versity student in North America. They may identify themselves as “Student Member, IDSA.” Theymay neither vote nor be elected as Officers or Chapter Officers.

Why: To align this form of membership with the requirements of Professional Membership.

Section 9. Admission of Members.Any person, firm or corporation eligible for membership under these Bylaws may be admitted tomembership under written application. For purposes of processing, administering and approvingmembership applications, a National Admissions Chair shall be appointed by the President andapproved by the Board of Directors. Formal admission shall be by written notice of the President.

Change to: Any person eligible for membership under these Bylaws may be admitted uponapproval of written application. For purposes of processing, administering and approvingmembership applications, the Secretary/Treasurer shall serve as National Admissions Chair.Formal admission shall be by written notice of the President.

Why: The Secretary/Treasurer has served in this capacity for several decades and this addition tothe Bylaws formalizes it as a responsibility of that position.

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Section 10. Obligations of Membership and Resignation.Members agree to abide by and further IDSA’s Code of Ethics and purposes upon joining. If a mem-ber fails to abide by this agreement, then membership in this Society may be terminated by three-quarter majority vote of the Board of Directors.

Any member may, by giving written notice of such intention, terminate their membership. Allrights, privileges and interests of a member in or to the Society shall cease on termination of mem-bership. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.

Change to: Members agree to abide by the Society’s Certificate of Incorporation, Bylaws andapplicable policies and procedures including the Society’s Code of Ethics. Any member may,by giving written notice of such intention, terminate their membership. All rights, privileges and inter-ests of a member in or to the Society shall cease on termination of membership.

Why: Upon the recommendation of the Society’s attorney, this language more expressly describeswhat a member should expect to abide by in joining a professional association. The new languageremoves reference to withdrawals being effective on fulfillment of obligations, because a memberaccepted obligations, such as financial, by holding membership and must fulfill these regardless ofmembership status. That does not require IDSA to provide services that are no longer wanted.

Section 11. Suspension and Termination. Any member may be suspended or terminated for cause. Sufficient cause for such suspension ortermination of membership shall be failure to adhere to and further the Code of Ethics and Purposesof the Society. Questions of suspension and expulsion shall be brought before the Board of Directorsfor its determination per Article IV, Section 10.

Change to: Any member may be suspended, terminated, or subject to other discipline by a three-quarters majority vote of the members of the Board of Directors, present and voting at a meeting atwhich a quorum is present, for conduct in violation of the Society’s Certificate of Incorporation,Bylaws, other policies and procedures, including the Code of Ethics, or applicable law, provided thatthe member shall first have been provided notice of the allegations and opportunity to present aresponse to the Board either in person or in writing at the discretion of the Board of Directors.

Why: The original language does not as fully specify areas of conduct that might cause loss ofmembership and does not provide due process, which is common practice in association mem-bership relations. The new wording has been proposed by the IDSA attorney.

Article IV: Dues.Section 2. Non-Payment of Dues.Members who fail to pay their dues within thirty (30) days from the time same become due shall benotified by the Executive Director and, if payment is not made within the next succeeding thirty (30)days, shall, without further notice and without hearing, be dropped from the rolls of the Society andforfeit all rights and privileges of membership; provided that the Board of Directors may by rule pre-scribe procedures for extending the time of payment of dues and continuation of membership priv-ileges upon request of a member and for demonstrated good cause. No dues shall be refunded toany member whose membership terminates for any reason.

2006 IDSA National Elections 7

Change to: Membership renewal is based on the date of joining. If, within 30 days of the calendarrenewal date, a member has not paid their dues, then the Society shall have the right to drop themfrom the rolls of the Society and they will forfeit all rights and privileges as members.

Why: The new wording is simpler and more direct. By definition, if you have the right to act in a par-ticular way, you also have the right not to act in that way. Thus, the Board’s right to make excep-tions and establish the details of implementation regarding membership is a matter of policy andshould not be constrained in the Bylaws further than the general governing principle expressed here.

Article V: Business Meetings of Members.Section 1. Business Meetings of the Membership.Business meetings of the membership may be called by the Board of Directors, or shall be calledby the President, upon the written request of ten (10) percent of the voting members of the Society.Notice of any such meeting shall be mailed, e-mailed or faxed to each member at their last record-ed address at least thirty (30) days in advance, with a statement of time and place and informationas to the subject or subjects to be considered.

Change to: A business meeting of the membership shall be held annually. In addition, othersuch meetings may be called by the Board of Directors, or shall be called by the President, uponthe written request of ten (10) percent of the voting members of the Society. Notice of any mem-bership business meeting shall be mailed, e-mailed or faxed to each member at their last recordedaddress at least thirty (30) days in advance, with a statement of time and place and information asto the subject or subjects to be considered.

Why: The rewrite provides clearer language regarding how these meetings are called and the legalrequirement that they be held annually.

Section 2. Quorum.Ten (10) percent of its voting members shall be present at any business meeting of the Society’smembership in order to constitute a quorum, and, in case there be less than this number, the pres-ident officer may adjourn the meeting.

Change to: Ten (10) percent of IDSA’s voting members shall be present at any business meeting ofthe Society’s membership in order to constitute a quorum. If a quorum is not achieved, the pre-siding officer may adjourn the meeting or, the meeting can proceed but actions shall not betaken.

Why: This clearer language better describes what can happen if a quorum is not achieved, indi-cating that the meeting may still go forward although action (such as a vote) cannot be taken.

Section 3. Voting.At meetings of the membership, each voting member shall have one (1) vote, and may take part andvote in person only. Unless otherwise specifically provided for in these Bylaws, a majority vote ofthose voting members present shall govern.

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Change to: At meetings of the membership, each voting member shall have one (l) vote, and maytake part in discussions, make motions and vote in person only. Provided a quorum of the vot-ing membership is in attendance, a majority vote of those voting members present shall govern.

Why: This phrasing provides a more complete and clear description of the role of members at thesemeetings. The Bylaws should not be internally contradictory, so reference to other specifications inthe Bylaws is unnecessary.

Section 4. Mail Vote.Whenever, in the judgment of the Board of Directors, any questions shall arise which it believesshould be put to a vote of the membership, and when it deems it inexpedient to call a meeting forsuch a purpose, the Directors shall, unless otherwise required by these Bylaws, submit such a mat-ter to the membership in writing by mail as soon as possible for vote and decision, and the ques-tion thus presented shall be determined according to the majority of the votes received by mail with-in thirty (30) days after submission to the membership.

Change to: Whenever, in the judgment of the Board of Directors, any questions shall arise which itbelieves should be put to a vote of the membership, and when it deems it inexpedient to call a meet-ing for such a purpose, the Board shall submit such a matter to the membership in writing by mailas soon as possible for vote and decision, and the question thus presented shall be determinedaccording to the majority of the votes received by mail within twenty (20) days after submission tothe membership.

Why: This returns the Bylaws to the original period of 20 days. It had been hoped that voter par-ticipation would be increased by extending the voting window to 30 days, but this has not turnedout to be the case. Instead, the added 10 days has impinged on planning and preparation for tran-sitions, creating a burden on volunteers and governance without a compensating benefit. Again, ref-erence to other potentially conflicting requirements in these Bylaws has been deleted.

Article VI: Board of Directors.Section 2. Composition. The Board of Directors shall consist of the President, the Executive Vice President, theSecretary/Treasurer, the Chair of the Board, the Chapter Vice President, the Education VicePresident, the Professional Interest Section Vice President and the District Vice Presidents.

Change to: The Board of Directors shall consist of the President, the President-Elect, theSecretary/Treasurer, the Immediate Past President, the Chapter Vice President, the EducationVice President, the Professional Interest Section Vice President, the District Vice Presidents and twoAt-Large Directors.

Why: By replacing the Executive Vice President with a President-Elect, the Society enhances con-tinuity and institutional memory. By adding the at-large directorships, the Society increases breadthof representation and frees a larger degree of the Board from programmatic management respon-sibility, making it more strategic in its focus. Replacing the Board Chair with Immediate PastPresident makes the position more clear since the use of Chair in reference to the Board causesconfusion with the office of the President. This arrangement is increasingly common among profes-sional associations.


Section 4. Annual Report.The Board of Directors shall cause an Annual Report of Society activities and business operationsto be mailed to all voting members of the Society within one hundred fifty-one (151) days of the closeof the fiscal year.

Change to: The Board of Directors shall cause an Annual Report of Society activities and businessoperations to be made available to all voting members.

Why: Given broad access to the Internet, requiring that the annual report be mailed adds a costburden without gaining the exposure now available to members and the general public via place-ment on IDSA’s web site. At www.idsa.org, the Society can share this information more cost effi-ciently with members, while creating a better and more effective long-term archive. IDSA can notifymembers of its availability with an announcement in its newsletters, with links. Regarding timeliness,the new wording aligns our Bylaws with the standard practices of associations.

Section 5. Meetings.The Board of Directors shall have at least two regularly scheduled meetings per year at a time andplace set by the President. Additional meetings may be held upon the call of the President at suchtimes and places as may be designated.

Change to: The Board of Directors shall have at least two regularly scheduled meetings per year ata time and place set by the President. Special meetings may be held upon the call of the Presidentor majority vote of the Board of Directors with notice given as early as possible.

Why: To clarify the mechanism for calling meetings of the Board. The remainder of the Section willnot be changed.

Section 6. Quorum.A majority of the whole Board shall constitute a quorum at any meeting of the Board. Any less num-ber may adjourn. For purposes of satisfying this quorum, the Board shall be considered to have metwhether it gathers in person, by conference call or by video conference. When the meeting is viaconference call or video conference, votes shall be taken by roll call, followed up by simultaneouse-mail ballot. There shall be no voting by proxy. The act of a majority of the Board shall be the actof the Board of Directors, except as may be otherwise specifically provided by statute or by theCertificate of Incorporation or by these bylaws.

Change to: A majority of the entire Board shall constitute a quorum. If a quorum is not achieved,the presiding officer may adjourn the meeting or, the meeting can proceed but actions shallnot be taken. For purposes of satisfying this quorum, the Board shall be considered to have metwhether it gathers in person, by conference call or by video conference. When the meeting is viaconference call or video conference, votes shall be taken by roll call, followed up by simultaneouse-mail ballot. There shall be no voting by proxy. The act of a majority of the Board shall be the actof the Board of Directors.

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Why: This wording clarifies the function of the Board and deletes language, here and elsewhere,that is superfluous. By definition, a corporation must abide by the statutes of the states and nationsin which it is incorporated and operates. The next governing law it must abide by is the Certificateof Incorporation, then the Bylaws and finally the Policy Manual, in that order of precedence. It isunnecessary to state such basic legal facts. Such statements have been deleted throughout theBylaws as superfluous and they will not be called out as deleted in subsequent rationales.

Article VII: Nomination, Election and Terms for the Board of Directors.Section 1. Nomination.Members of the Board of Directors shall be nominated by the Nomination & Election Committee asdescribed in these Bylaws. The Chapter, Section and Education Councils shall be responsible fornominating to the Nomination & Election Committee at least two (2) candidates for the office of theirvice presidents.

Change to: Members of the Board of Directors shall be nominated by the Nomination & ElectionCommittee as described in these Bylaws. The Chapter, Section and Education Councils mayrecommend candidates to the Nomination & Election Committee for the office of their vicepresidents.

Why: The new language properly vests the nomination role in the committee that has beenassigned that responsibility by the Bylaws. It also encourages open participation in the Society’sleadership, by making these nominations part of the general call for candidates process yet provid-ing the Councils with an active role in identifying capable and qualified individuals.

Section 3. Re-election.None of these offices may be held by the same person for two successive terms.

Change to: The same person shall not hold the same office on the Board of Directors for two suc-cessive terms.

Why: This wording clarifies the intent of this limitation.

Section 4. Vacancies.Vacancies shall be filled for the balance of the term thereof by appointment of the Board of Directors.

Change to: The President shall, by appointment and with the approval of the Board of Directors, fillvacancies for the balance of the term thereof.

Why: This language clarifies the procedure and aligns it with all other appointment responsibilitiesheld by the President.


Article VIII: Duties of the Directors. Section 2. Executive Vice President.The Executive Vice President shall, in the absence or disability of the President, perform the dutiesand exercise the powers of the President, and otherwise perform such duties as are delegated bythe President with the approval of the Board of Directors.

The Executive Vice President shall serve as Chair for the Society’s planning function and in thecapacity of ex-officio Chair of the Chapter Council, presiding at its meetings in the absence of theChapter Vice President. Such duties of the Executive Vice President as are specified in these Bylawsmay be delegated by the Board of Directors to the Executive Director or a designated member ofthe staff.

Change to:Section 2. President-Elect.The President-Elect shall, in the absence or disability of the President, perform the duties and exer-cise the powers of the President, and otherwise perform such duties as are delegated by thePresident with the approval of the Board of Directors.

The President-Elect shall serve as chair for the Society’s planning function and in the capac-ity of ex-officio Chair of the Chapter Council, presiding at its meetings in the absence of the ChapterVice President.

Such duties of the President-Elect as are specified in these Bylaws may be delegated by theBoard of Directors to the Executive Director or a designated member of the staff.

The President-Elect shall automatically assume the office of President upon completionof his or her term. If the President-Elect withdraws from assuming the office of President, theNomination & Election Committee shall nominate candidate(s) and a general election shall beheld.

Why: This language renames the position of Executive Vice President while maintaining the sameresponsibilities and it establishes the officer’s automatic ascension to the Presidency.

Section 3. Secretary/Treasurer.Add: The Secretary/Treasurer shall serve as the National Admissions Chair.

Why: This wording aligns the job description with the responsibility assigned the position under theArticle III, Section 9.

Add:The Secretary/Treasurer is an ex officio member of the Section Council and will act as chairof the Council in the absence of its vice president.

Why: Organizations need to have a designated stand-in for their leaders in order to ensure smoothoperations in the event of necessary absence. Because the Council vice presidents are nationallyelected, that individual should have been elected in the same way. The Secretary/Treasurer is a log-ical position to assign this role to for the Section Council.

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Section 4. Chair of the Board.The Chair of the Board shall serve as the Chief Advisory Officer of the Society, and shall function asa member of the Board of Directors. The Chair of the Board position shall be held by the immedi-ate past President of the Society.

Change to:Section 4. Immediate Past President.The Immediate Past President shall serve as the Chief Advisory Officer of the Society, and shallfunction as a member of the Board of Directors.

Why: This changes the title from Board Chair to Immediate Past President, per the rationaledescribed under Article VI, Section 2.

Section 5. Chapter Vice President.The Chapter Vice President shall have as a primary responsibility to advocate for and represent theinterests of the Chapters as a member of the Board of Directors and shall be responsible for suchother duties as assigned by the President with the approval of the Board of Directors. The ChapterVice President shall consult with and make recommendations to the Board and shall report back tothe Chapter Council on items discussed and under development by the Board.

Change to: In addition to his or her fiduciary duties to the Society, the Chapter Vice President shallsupport the ability of Chapters to serve their members and contribute to the advancement of theSociety and the profession. The Chapter Vice President shall lead the Chapter Council, and in thisrole present Council recommendations to the Board and Board initiatives to the Council. TheChapter Vice President shall be responsible for such other duties as assigned by the President withthe approval of the Board of Directors.

Why: By law, all positions on the Board are fiduciary, so that any job description for their positionsmust reflect that their primary responsibility is to the best interests of all members, not one sector.This wording also clarifies the reporting functions in ensuring communications between the Counciland the Board.

Section 6. Professional Interest Vice President.The Professional Interest Section Vice President shall have as a primary responsibility to advocatefor and represent the interests of the Sections as a member of the Board of Directors and shall beresponsible for such other duties as assigned by the President with the approval of the Board ofDirectors. The Professional Interest Section Vice President shall also report back to the SectionCouncil on items discussed and under development by the Board of Directors and shall consult withand make recommendations to the Board.

Change to: In addition to his or her fiduciary duties to the Society, the Professional Interest SectionVice President shall support the ability of Sections to serve their members and contribute to theadvancement of the Society and the profession. The Professional Interest Vice President Sectionshall lead the Section Council, and in this role present Council recommendations to the Board andBoard initiatives to the Council. The Section Vice President shall be responsible for such other dutiesas assigned by the President with the approval of the Board of Directors.


Why: By law, all positions on the Board are fiduciary, so that any job description for their positionsmust reflect that their primary responsibility is to the best interests of all members, not one sector.This wording also clarifies the reporting functions and scope of this position in ensuring communi-cations between the Council and the Board.

Section 7. Education Vice President.The Education Vice President shall have as a primary responsibility to help ensure the highest lev-els of design education, oversee the activities of the Education Council and maintain an active liai-son between the Society and the academic community. As a member of the Board of Directors, theVice President shall further be responsible for such other duties as assigned by the President. TheEducation Vice President shall consult with and make recommendations to the Board. The VicePresident shall also report back to the Education Council on items discussed and under develop-ment by the Board of Directors and shall organize and conduct the annual National EducationConference and the other activities of educators.

Change to: In addition to his or her fiduciary duties to the Society, the Education VicePresident shall help ensure the highest levels of design education, including all stages of pro-fessional development; lead activities of the Education Council; and maintain an active liaisonbetween the Society and the academic community. As a member of the Board of Directors, theEducation Vice President shall further be responsible for such other duties as assigned by thePresident with the approval of the Board of Directors. The Education Vice President shall con-sult with and make recommendations to the Board. This Vice President shall also report back to theEducation Council on items discussed and under development by the Board of Directors and shallserve as Chair of the annual National Education Conference and other education activities ofthe Society.

Why: By law, all positions on the Board are fiduciary, so that any job description for their positionsmust reflect that their primary responsibility is to the best interests of all members, not one sector.This wording also clarifies the reporting functions and broadens the scope of this position.

Section 8. District Vice Presidents.There shall be one District Vice President from each geographical District who shall represent theChapters in their district on the Board of Directors and who shall be responsible for such duties asassigned to them by the President. They shall consult with and make recommendations to theBoard. The District Vice President will be elected by the voting members of his or her district.The District Vice President shall act as Chair of the District Council and annually convene at leastone meeting or the purposes of reviewing, developing and/or advising the District Vice Presidentabout the activities and annual budget of the District, including, but not limited to, the annual DistrictConference.

The District Vice President shall organize and conduct the district conference and other activ-ities of the District.

Change to: There shall be one District Vice President from each geographical District. In additionto his or her fiduciary duties to the Society, the District Vice President shall represent the mem-bers in their district on the Board of Directors and shall be responsible for such duties as assignedto them by the President with the approval of the Board of Directors. The District Vice Presidentshall consult with and make recommendations to the Board. The District Vice Presidents will beelected by the voting members of his or her district.

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The District Vice President shall act as Chair of the District Council and annually convene atleast one meeting with the Chapter officers within the district for the purposes of reviewing, devel-oping and/or planning member activities within the Dstrict, including, but not limited to, the annu-al District Conference.

The District Vice President shall serve as Chair of the IDSA District Conference and otheractivities of the District.

Why: By law, all positions on the Board are fiduciary, so that any job description for their positionsmust reflect that their primary responsibility is to the best interests of all members, not one sector.This wording also clarifies the reporting functions and scope of this position in ensuring communi-cations between the Council and the Board.

Add: Section 9. At-Large Directors. The two (2) At-Large Directors shall represent the general interests of the Society and the member-ship at large. They shall consult, investigate and research such matters affecting the profession, andprovide such information and reports to the Board of Directors as requested or as deemed advisable.

Why: Per the explanation under Article VI, Section 2, the job description for At-Large Directorsunderscores the general representation and strategic role of these Board members.

Add: ARTICLE IX: Establishment of New Entities.Section 1. General.The Board of Directors has the authority to establish and disband entities serving the Society in itsefforts to advance its core purpose. These entities—be they separate legal entities, internal pro-grams, committees, task forces, sections, chapters or districts—must further and abide by the pur-poses and objectives of the Society in accordance with the Bylaws within the purviews of theSociety’s core purpose, strategic plan and annual budget.

Why: Rather than explain establishment requirements for each entity, we have created this newArticle. It centralizes for easier reference an explanation regarding how all structures may be creat-ed and with which rules and procedures they must abide, per the attorney’s recommendations. Theresult is a Bylaws document that is less repetitive and burdensome yet fully comprehensive.

Article X: Chapter Council.Section 1. General.The Chapter Council shall serve as an advisory and planning body responsible for identifying newdirections, issues and needs requiring the Board of Directors’ attention and investigation for futuredevelopment. It will serve to provide its members with an opportunity to exchange ideas and infor-mation on their roles.

Change to: The Chapter Council shall serve as an advisory and planning body responsible for iden-tifying new directions, issues and needs requiring the Board of Directors’ attention and investigationfor future development, in particular regarding ways chapters can better serve their members.

Why: This language clarifies the Council’s role in helping the Society build membership value.

Section 2. Members & Leadership.The members of the Council shall be the Chairs of the IDSA Chapters. The Chapter Council will bechaired by the Chapter Vice President, who will be responsible for compiling and distributing min-utes within thirty (30) days of the Council meeting.

The Chapter Council shall nominate at least two previous or current Chapter Chairs to theNomination & Election Committee as candidates for the office of Chapter Vice President. TheChapter Vice President will be elected by the national IDSA voting membership in the elections.Current Chapter Chairs who are elected to this office shall relinquish the role of Chapter Chair upontaking office as Chapter Vice President.

Change to: The members of the Council shall be the Chairs of the IDSA Chapters. The ChapterCouncil will be chaired by the Chapter Vice President, who will be responsible for reporting tothe Chapter Council and Board of Directors the notes from each respective group’s meetingswithin thirty (30) days of those meetings.

The Chapter Council may recommend two previous or current Chapter Chairs to theNomination & Election Committee as candidates for the office of Chapter Vice President. TheChapter Vice President will be elected by the national IDSA voting membership in the elections.Current Chapter Chairs who are elected to this office shall relinquish the role of Chapter Chair upontaking office as Chapter Vice President.

The President-Elect is an ex officio member of the Chapter Council and will act as chairof the Council in the absence of its vice president. The President-Elect will represent theinterests of the Chapter Council at Board meetings in the absence of the Chapter VicePresident. In this capacity, the President-Elect will be responsible for reporting to the ChapterCouncil and Board of Directors the notes from each respective group’s meetings within thir-ty (30) days of those meetings.

Why: The additions align this Council’s structure and processes with those already set forth in ear-lier sections of the Bylaws, such as the duties of the President-Elect and the election proceduresthat apply to the Board.

Section 3. Meetings.The Council shall meet at least once each year during the Society’s national conference. All mem-bers of the IDSA volunteer community will be encouraged to attend this meeting. Additional meet-ings may be called by joint action of the Chapter Vice President and the IDSA President, as suchtimes and places as may be designated.

The Executive Vice President is an ex officio member of the Chapter Council and will act asChair of the Council in the absence of its Vice President.

Change to: The Council shall meet at least once each year during the Society’s national conference.Additional meetings may be called by joint action of the Chapter Vice President and the IDSAPresident, at such times and places as may be designated.

Why: Reference to all members of the “IDSA volunteer community being encouraged to attend thismeeting” belong in the Policy Manual; the Bylaws are not intended to suggest and encourage, butto lay down requirements. This Section also no longer has a paragraph designating the ExecutiveVice President’s role vis a vis this Council, since that is dealt with under Section 2 and under the jobdescription of the President-Elect.

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Section 4. Voting & Quorum.The Council shall arrive at consensus through discussion. Where voting occurs, the position thatreceives a majority of the votes of those present shall prevail.

Members who are unable to attend may send one of their Chapter Officers to attend in theirplace. Proxy voting shall be permitted.

A quorum will exist when a majority of the chapters are represented at a Council meeting.

Change to: The majority of the votes of those present shall prevail. A quorum will exist when amajority of the chapters are represented at a Council meeting. Members who are unable to attendmay send one of their Chapter Officers to attend in their place. Proxy voting shall be permitted.

Why: The new language is more concise and direct, but achieves the same intent.

Section 5. Policies.The Council shall develop the procedures and rules whereby it will function, for approval by theBoard of Directors and shall not conflict with the provisions of these Bylaws.

Change to: The Council shall develop the procedures and rules whereby it will function, for approvalby the Board of Directors.

Why: As previously mentioned, it goes without saying that a Council cannot contravene the orga-nization’s broader governing rules.

Article XI: Professional Interest Section Council.Section 1. General.The Section Council shall serve as an advisorial and planning body responsible for identifying newdirections, issues and needs requiring the Board of Directors’ attention and investigation for futuredevelopment. It will serve to provide its members with an opportunity to exchange ideas and infor-mation on their roles.

Change to: The Section Council shall serve as an advisory and planning body responsible for iden-tifying new directions, issues and needs requiring the Board of Directors’ attention and investigationfor future development, in particular regarding ways Sections can better serve their members.

Why: This language clarifies the Council’s role in helping the Society build membership value.

Section 2. Members & Leadership.The members of the Section Council shall be the Chairs of the IDSA Sections. The Council will bechaired by the Professional Interest Section Vice President, who will be responsible for compilingand distributing minutes within thirty (30) days of the Council meeting.

The Section Council shall nominate at least two previous or current Section Chairs to theNomination & Election Committee as candidates for the office of Section Vice President. The SectionVice President shall be elected by the national IDSA voting membership in the elections for theBoard of Directors.

Change to: The members of the Section Council shall be the Chairs of the IDSA Sections. TheCouncil will be chaired by the Professional Interest Section Vice President, who will be responsiblefor reporting to the Section Council and Board of Directors the notes from each respective group’smeetings within thirty (30) days of those meetings.

The Secretary/Treasurer is an ex officio member of the Council and will act as chair of theCouncil in the absence of its vice president. The Secretary/Treasurer will represent the inter-ests of the Section Council at Board meetings in the absence of the Section Vice President.In this capacity, the Secretary/Treasurer will be responsible for reporting the notes to theSection Council and Board of Directors the notes from each respective group’s meetings with-in thirty (30) days of those meetings.

The Section Council may recommend previous or current Section Chairs to the Nomination &Election Committee as candidates for the office of Section Vice President. The Section Vice Presidentshall be elected by the national IDSA voting membership in the elections for the Board of Directors.

Why: Aligned with the structures set forth for the Chapter Council, this change provides a secondto the Section Vice President not previously designated.

Section 3. Meetings.The Council shall meet at least once each year during the Society’s national conference. All mem-bers of the IDSA volunteer community will be encouraged to attend this meeting. Additional meet-ings maybe called by joint action of the Section Vice President and the IDSA President, as suchtimes and places as may be designated.

Should the Section Vice President be unable to attend, the President shall appoint anothermember of the Board of Directors to serve for that meeting only as the non-voting Council chair.

Change to: The Council shall meet at least once each year during the Society’s national conference.Additional meetings may be called by joint action of the Section Vice President and the IDSAPresident, at such times and places as may be designated.

Why: As for the Chapter Council, reference to all members of the “IDSA volunteer community beingencouraged to attend this meeting” belong in the Policy Manual; the Bylaws are not intended to sug-gest and encourage, but to lay down requirements. This Section no longer contains reference tohow to deal with the Vice President’s absence as this is outlined under Section 2.

Section 4. Voting.The Council shall arrive at consensus through discussion. Where voting occurs, the position thatreceives a majority of the votes of those present shall prevail.

Members who are unable to attend may send one of their Section Officers to attend in theirplace. Proxy voting shall be permitted.

Section 4. Voting.The majority of the votes of those present shall prevail. A quorum will exist when a majority of theSections are represented at a Council meeting. Members who are unable to attend may send oneof their Section officers to attend in their place. Proxy voting shall be permitted.

Why: Clarifies the rules for how voting will be conducted.

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Section 5. Policies.The Council shall develop the policies and rules whereby it will function, for approval by the Boardof Directors, provided these policies do not conflict with these Bylaws.

Change to: The Council shall develop the policies and rules whereby it will function, for approval bythe Board of Directors.

Why: It goes without saying that policies shall not conflict with Bylaws.

Article XII: Education Council.Section 1. General.The Education Council shall serve in order to ensure the highest standard of industrial design edu-cation; to actively maintain a liaison among all members of IDSA (especially those whose profes-sional responsibility is industrial design education); to promote and develop IDSA Student Chaptersand activities; and to consult with and make recommendations to the President and the Board ofDirectors concerning education policies, planning and matters within the Society.

Change to: The Education Council shall serve in order to ensure the highest standard of industrialdesign education; to actively maintain a liaison among all members of IDSA (especially those whoseprofessional responsibility is industrial design education); to promote and develop IDSA StudentChapters and activities; to promote Individual Student Membership; and to consult with andmake recommendations to the President and the Board of Directors concerning education policies,planning and matters within the Society.

Why: To expand the Council’s role in encouraging students to participate in and receive value fromthe Society.

Section 2. Members & Leadership.The Council shall consist of nine (9) voting members of the Society: A vice president; five (5) mem-bers (each residing in and representing one of the IDSA geographic districts) whose professionalresponsibilities are in industrial design education and hold at the time of election a faculty appoint-ment; and three (3) practitioner members who do not hold a faculty appointment at the time of elec-tion. The Council members shall represent the interests of education and educators and shall helporganize the National Education Conference.

Change to: The Council shall consist of the Education Vice President; one representative from eachof the IDSA geographic Districts, whose professional responsibilities are in industrial design educa-tion and who hold at the time of election a faculty appointment; and three (3) practitioner memberswho do not hold a faculty appointment at the time of election. The Council members shall helporganize the National Education Conference. The Education Vice President is responsible forreporting to the Education Council and Board of Directors the notes from each respectivegroup’s meetings within thirty (30) days.

Why: This language aligns with the structures of the other two councils and removes the reference toa specific number of representatives, which is important as, if a number is given but the number of dis-tricts changes up or down, then the Bylaws have to change. Such changes should be unnecessary.

Section 4. Voting & Quorum.A quorum will exist when a majority of the Council are in attendance. Proxy voting shall not be permitted.

The Council shall arrive at consensus through discussion. Where voting occurs, the positionthat receives a majority of the votes of those present shall prevail.

Change to: The majority of the votes of those present shall prevail. A quorum will exist when amajority of the Council members are represented at a Council meeting.

Why: The new wording simplifies and clarifies intent while aligning with the other Councils.

Section 5. Policies.The Council shall develop the policies and rules whereby it will function, for approval by the Boardof Director, provided these policies do not conflict with these Bylaws.

Change to: The Council shall develop the policies and rules whereby it will function, for approval bythe Board of Directors.

Why: As in other cases, the reference to conflict with the Bylaws has been removed as inappropriate.

Section 6. Election & Terms.The educator representatives of the Council shall submit the names of at least two (2) educator can-didates for the office of Education Vice President to the IDSA Nomination and Election Committee.Nominees for the position of Education Vice President shall be chosen from among current and pastmembers of the Education Council. The Education Council Vice President shall be elected by thenational IDSA voting membership in the elections for the Board of Directors.

All nominations to fill one of the five (5) district educator representative vacancies on theCouncil shall be conducted on a district basis and two (2) nominees shall be proposed for eachvacancy to be filled. Mail ballots shall be sent to each IDSA voting member whose professionalresponsibility is industrial design education. Each member eligible to vote shall have one (1) vote tocast for each vacancy to be filled. The candidate receiving the highest number of votes for eachvacancy shall be declared elected for a two-year term. Nominations and elections of district educa-tor representatives shall be held coincident with that of the Board of Directors. The Education VicePresident shall notify the IDSA Executive Director of the election results by December 30 of the yearof their election.

All nominations to fill one of three (3) practitioner vacancies on the Council shall be conductedon a Society-wide basis by the IDSA Nomination and Election Committee and two (2) nomineesshall be proposed for each vacancy to be filled. Mail ballots shall be sent to all IDSA voting mem-bers. Each member eligible to vote shall have one (1) vote to cast for each vacancy to be filled. Thecandidates receiving the highest number of votes for each vacancy shall be declared elected for atwo (2) year term coincident with that of the IDSA national officers.

Change to: The educator representatives of the Council shall submit the names of at least two (2)educator candidates for the office of Education Vice President to the IDSA Nomination and ElectionCommittee. Nominees for the position of Education Vice President shall be chosen from among cur-rent and past members of the Education Council. The Education Council Vice President shall beelected by the national IDSA voting membership in the elections for the Board of Directors.

The members of the Education Council shall nominate at least one candidate for district edu-cation representative for each district. Mail ballots shall be sent to each IDSA voting member whose

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professional responsibility is industrial design education. Nominations and elections of district edu-cator representatives shall be held coincident with that of the Board of Directors. The Education VicePresident shall notify the IDSA Executive Director of the election results by December 30 of the yearof their election.

The Education Council shall determine the election policies for the district education represen-tatives, for approval by the Board of Directors, and conduct these elections with results reported tothe Executive Director as soon as available but no later than December 30 of the election year.

The three (3) practitioner positions on the Council are nationally elected and their nominationis the responsibility of the IDSA Nomination and Election Committee.

Why: This rewrite removes redundancy, unnecessarily obvious requirements and inappropriate speci-ficity, such as the number of district education representatives and the one-member/one-vote rule.

Article XIII: Districts. Section 1. Charters.The Board of Directors may charter, at its discretion, geographic Districts as the needs of the mem-bership indicate. All Districts shall be chartered as separate legal entities and shall further and abideby the purposes and objectives of the Society in accordance with the Bylaws. Nothing herein shallprohibit the Districts from incorporating so long as said Districts remain subject to, and in compli-ance with, these Bylaws and the Charter of the Society.

The Board may enlarge or decrease any District; shift District boundaries; or add additionalDistricts subject to the majority approval of the District Vice President(s) and Chapter Chair(s) whoseconstituencies would be thereby affected.

Change to:Section 1. Formation.The Board of Directors may establish, at its discretion, geographic Districts as the needs of themembership indicate. All Districts shall be part of the Society and not separate legal entities,and shall further and abide by the purposes and objectives of the Society in accordance with theBylaws and within the purviews of the Society’s strategic plan and annual budget.

The Board may form and rearrange the boundaries of geographic Districts at its discretion, asthe needs of the membership indicate.

Why: After careful study and advice from IDSA’s attorney, this change is proposed to remove theDistrict Vice Presidents from liability for financial obligations engendered by the District Conferences,which have grown in size and complexity over the past 15 years. The Board plans to move to thePolicy Manual the procedures for this establishment.

Section 2. Districts, District Councils and District Conferences.Each geographic District of the Society shall comprise the Chapters within it and shall be repre-sented on the Board by a vice president. As a confederation of its Chapters, each District shall havean advisory body known as a District Council.

The District Council shall comprise the District Vice President, the Chapter Chairs and theDistrict Education Representative.

An Annual District Conference shall be held in each District as a joint meeting of the confeder-ation of professional and Student Chapters that comprise the District.

Change to: Section 2. Districts and District Councils.Each geographic District of the Society shall comprise the Chapters within it and shall be repre-sented on the Board by a vice president. As a confederation of its Chapters, each District shall havean advisory body known as a District Council composed of the District Vice President, the ChapterChairs and the District Education Representative.

Why: District Conferences are programs and it is inappropriate for the Bylaws, which set govern-ing frameworks, to address programs of the Society. Thus, it makes sense to remove description ofthe annual district conferences to the Policy Manual and annual Work Plan and Budget.

Article XIV: Committees.Section 2. Nomination & Election Committee.Any Professional Member, Fellow or Life Member in good standing and residing in the U.S. shall beeligible for nomination and election to the IDSA Board of Directors.

The President shall biannually appoint a Nomination and Election Committee, which shall con-sist of five (5) voting members, each residing in and representing one(1) of the IDSA geographicDistricts as set forth in Article XIV Section 1, and who at the time of their appointment will not runfor office.

The Committee members shall be announced to the membership within five (5) months priorto the annual business meeting. The Committee shall invite suggestions from the membership forthose Offices about to expire, allowing at least thirty (30) days for suggestions. Other than forPresident, the Committee shall propose at least two (2) nominees for each Office to be filled. For theOffice of President, at least one (l) but not more than two (2) nominees shall be proposed by theCommittee. It is preferred that current Chapter Chairs not be nominated for election to the Board ofDirectors until after they have completed their term; if nominated, they must relinquish their chapteroffice upon election.

Any person so nominated shall give his/her prior consent to nomination for a particular posi-tion. Said nominations shall be reported to the membership at least thirty (30) days prior to the mail-ing of the election ballot.

All nominations and elections for District Vice Presidents shall be conducted on a District basis.For the purpose of District nominations, each member of the Committee will request candidate sug-gestions from Chapter officers within the respective district.

Any candidate may be added to the election ballot by presenting to the Committee a petitionsigned by not less than two-and-a-half percent (2.5%) of the voting members of the Society or inthe case of District Vice President, two-and-a-half percent (2.5%) of the voting members of therespective District. In order to be valid, the petition must be received by the Committee Chair with-in twenty-one (21) days after the announcement of the Committee’s slate to the membership. Spaceshall also be provided on election ballots for one (l) write-in vote for each Office to be filled.

Balloting shall be by mail, and all ballots shall be received and tabulated by an independentaccounting firm. Each voting member shall have one (l) vote to cast for each office to be elected.The candidate for each office who receives the highest number of votes shall be declared electedto that office.

Change to:Section 2. Nomination & Election Committee.Any Professional Member, Fellow or Life Member in good standing shall be eligible for nominationand election to the IDSA Board of Directors.

The President shall appoint a Nomination and Election Committee, which shall serve for two-year terms and consist of voting members, each residing in and representing one (l) of the

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IDSA geographic Districts and who at the time of their appointment will not run for office. TheCommittee is encouraged to nominate two candidates for each office. Candidates currentlyholding IDSA office must relinquish that position upon assuming the newly elected office.

Any person so nominated shall give his/her prior consent to nomination for a particular posi-tion. Said nominations shall be reported to the membership at least thirty (30) days prior to the mail-ing of the election ballot.

All nominations and elections for District Vice Presidents shall be conducted on a District basis. Any candidate may be added to the election ballot by presenting to the Committee a petition

signed by not less than two-and-a-half percent (2.5%) of the voting members of the Society or inthe case of District Vice President, two-and-a-half percent (2.5%) of the voting members of therespective District. In order to be valid, the petition must be received by the Committee Chair with-in twenty-one (21) days after the announcement of the Committee’s slate to the membership. Spaceshall also be provided on election ballots for one (l) write-in vote for each Office to be filled.Balloting shall be by mail, and all ballots shall be received and tabulated by an independent account-ing firm. In all IDSA elections, each voting member shall have one (l) vote to cast for each office tobe elected. The candidate for each office who receives the highest number of votes shall bedeclared elected to that office.

If the President-Elect withdraws from assuming the office of President, the Nomination& Election Committee shall nominate candidate(s) and a general election shall be held.

Why: The changes to this section are explained in the order they occur:■ “U.S.” has been removed since, by definition, a Professional Member may vote and hold office

and this membership category is now available to designers residing in North America.Geographic designation is therefore unnecessary and currently inaccurate.

■ Reference to the number of districts has been removed as in other sections of the Bylaws,since the Board has the power and may change the number of districts.

■ In order for this Committee to have the time to cultivate candidates, it is being proposed thatit serve a two-year term to start coincident with the Board of Directors.

■ The requirement of how many candidates are nominated per office has been removed sinceoften there is only one qualified candidate. The Bylaws should not put the Committee in a posi-tion of stretching rules to fit reality.

■ Generally speaking, the elected offices in IDSA require volunteers’ full attention and they shouldnot split their focus and thereby risk conflict of interest or depleting the quality of work in oneor the other office.

■ The following references have been removed, for inclusion in the Policy Manual instead, on thebasis that they describe a level of detail that is inappropriate to the Bylaws or are unnecessar-ily constraining to the business of the Committee: that the committee members shall beannounced to the membership within five (5) months prior to the annual business meeting; thatdistrict nominations shall come from the Committee member from that district; the Committeeshall invite suggestions from the membership for those Offices about to expire, allowing at leastthirty (30) days for suggestions; that current Chapter Chairs not be nominated for election tothe Board of Directors until after they have completed their term; if nominated, they must relin-quish their chapter office upon election; and that, for the purpose of District nominations, eachmember of the Committee will request candidate suggestions from Chapter officers within therespective district.

■ The paragraph regarding other ways of getting on the ballot has not been changed but isshown in red as part of the overall section.

■ The Bylaws need to address the possibility of the President-Elect not being available to ascendto the Presidency.

Section 3. Fellowship and Awards Committee.The President shall annually appoint a Fellowship and Awards Committee, which shall consist of six(6) Fellow Members of the Society. During its tenure, the Committee shall seek out, review and makerecommendations to the Board of Directors as to Professional Members of the Society deserving ofbeing awarded the status of Fellow and membership in the Academy of Fellows, as well as otherawards and honors assigned to the committee by the Board.

The Committee’s recommendation(s) shall be made to the Board of Directors and the Boardshall vote on these recommendations in sufficient time for the naming of Fellows and other honoreesto take place during the Society’s annual conference. A 2/3 majority vote of the quorum is requiredfor election to the Academy of Fellows.

Change to: Relocation of this Section to the Policy Manual.

Why: This committee is responsible for a program, much as the national conference committee is.Programs should be defined and addressed in the Policy Manual as these are not governance mat-ters core to the legal functioning of the Society.

Article XV: Chapters.Section 1. Chapter Charters and Membership.The Board of Directors may issue, at its discretion, charters establishing a local IDSA Chapter in anyDistrict to any group of no less than twenty (20) voting members. All Chapters shall be chartered asseparate legal entities and shall further and abide by the purposes and objectives of the Society inaccordance with the Bylaws. Nothing herein shall prohibit the Chapters from incorporating so longas said Chapters remain subject to, and in compliance with, these Bylaws and the Charter of theSociety.

Change to:Section 1. Chapter Charters and Membership.The Board of Directors may issue, at its discretion and upon the petition of no less than twenty(20) voting members, charters establishing a geographically defined IDSA Chapter anywherein the world. All Chapters shall incorporate as separate nonprofit, tax exempt corporations,enter into affiliation agreements with the Society and maintain insured status.

Why: After careful consultation with the Society’s attorney, benchmarking with other associationpractices, discussion and evaluation, the Chapter Council and the Board of Directors have con-cluded that the fairest and most secure way for Chapters to operate is as incorporated entities, fromthe point of view of exposing the volunteers to the least liability. To make this possible, the IDSABoard is approving a Budget that will cover the costs of the initial incorporation, which will subse-quently have to be sustained by the Chapter’s treasury. Regarding the geographical point, it wasdecided to spell eligibility out in this way since IDSA now has countries where more than 20 votingmembers reside and they should have the option afforded their peers in North America.

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Section 2. Chapter Membership.All active members shall be deemed to belong to one of the approved Chapters of the Society.

Change to: All active members located in a country that has an IDSA Chapter shall be deemedto belong to a Chapter of the Society.

Why: Currently, this is true, but the question of country has not been clarified and, since we nowhave one chapter outside U.S. borders (Alberta), it makes sense to spell this point out.

Insertion:Section 4. Legal Status.Chapters shall maintain their incorporated and insured status and fulfill all legal obligations to theirstate and national authorities and IDSA. Chapters outside the US shall maintain comparable legalstatus, enter into affiliation agreements with the Society and maintain insured status.

Why: This section establishes the obligation to maintain incorporation and insurance policies, perthe requirements of the chapter’s local and national laws, whether in the U.S. or elsewhere.

Article XVI: Professional Interest Sections.Section 1. Establishment.The Board of Directors may establish Sections to serve the special interests and activities of itsmembers, and shall exercise authority over procedures, services, programs and budgets of allSections. The Sections shall be represented on the Board of Directors by the Professional InterestSection Vice President.Sections shall be formed when: 20 voting members of the Society sign a petition endorsing the for-mation of such a group around a particular topic; and the Board of Directors approve the estab-lishment of that Section with a vote.

Change to: The Board of Directors may establish Sections to serve the professional interests andactivities of its members, and shall exercise authority over procedures, services, programs andbudgets of all Sections. The Sections shall be represented on the Board of Directors by theProfessional Interest Section Vice President.

Sections may be established when: 20 voting members of the Society sign a petition endors-ing the formation of such a group around a particular topic; and the Board of Directors approve theestablishment of that Section with a vote.

Why: This language aligns the reason for a section with its designation as “Professional InterestSection.” The change to “may be established” aligns with the idea that the Board has the obligationto exercise judgment in approving sections, just as they have with Districts and Chapters.

Article XVII: Student Chapters.Section 1. Establishment.The Board of Directors may issue, at its discretion, a charter for IDSA Student Chapters in any col-lege, school or university in the United States that is accredited by the National Association ofSchools of Art & Design (NASAD) and with a group of no less than five (5) full-time students whosemajor course of study is leading to a Bachelor’s or Master’s degree with a major in industrial design.Such Student Chapters shall further and abide by the purposes and objectives of the Society inaccordance with the Bylaws and all other rules and standards of the Society.

Change to: The Board of Directors may charter, at its discretion, an IDSA Student Chapter in anycollege, school or university that has a group of no less than five (5) full-time students whose majorcourse of study is leading to a Bachelor’s or Master’s degree with a major in industrial design andwhere the Student Chapter has an IDSA member as Faculty Advisor.

Why: This change decouples Student Chapter eligibility from accreditation by the NationalAssociation of Schools of Art & Design (NASAD). The alteration does not mean that the Society isbreaking from its relationship with NASAD. Rather, it aligns student access to IDSA programs likethe Student Merit Awards with their access to participating in such other IDSA programs as theIndustrial Design Excellence Awards, for which there is currently no NASAD-related barrier. Nor is adegree from a NASAD-accredited school required for IDSA Professional Membership. After consul-tation with a broad array of practitioners and educators, the Board has concluded that holding stu-dents to a double standard is unfair and doesn’t provide an environment in which they and theirinstitutions can learn from each other and identify areas of improvement. That said, IDSA is not pro-posing to disassociate itself from NASAD and the Board plans to create a policy whereby schoolswith NASAD accreditation will be so noted and the meaning of NASAD accreditation is explained.

Section 3. Fees.Student Chapters shall pay to IDSA an annual fee to be determined by the Board of Directors.

Change to:Section 3. Fees & Dues.Student Chapters shall pay to IDSA an annual fee to be determined by the Board of Directors.

Student Chapters may assess dues on their members. Such Student Chapter dues shall bedetermined and collected by the Student Chapter.

Why: This step combines the existing Section 3 and Section 6 for purposes of simplicity. There haslong been confusion among the Student Chapters about dues and the new language is hoped toprovide clarity.

26 VOTE!!



Article XXIII: Amendment of Bylaws.Upon proposal by the Board of Directors, these Bylaws may be amended, repealed or altered inwhole or in part (a) by a majority vote at any meeting of the Society, provided, that a copy of anyamendment proposed for consideration shall be mailed to the last recorded address of each mem-ber at least thirty (30) days prior to the date of the meeting; or (b) by approval of the membersthrough mail vote in accordance with the provisions of Article VI. Section 4.

Change to: Upon proposal by the Board of Directors, these Bylaws may be amended, repealed oraltered in whole or in part (a) at any business meeting of the membership as described in ArticleV, provided that a copy of any amendment proposed for consideration shall be mailed to the lastrecorded address of each member at least thirty (30) days prior to the date of the meeting; or (b) byapproval of the members through mail vote in accordance with the provisions of Article VI. Section 4.

Why: The new language inserts important clarification regarding the kind of meeting where a Bylawsamendment may be voted on, namely not a Board meeting, but only a business meeting of the mem-bership. The mailed ballot continues to be an accepted means of voting on such amendments.

VO

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Make your vote count!

Votes must be received no later thanOctober 23, 2006.

You must strictly adhere to theserequirements:

1. After reviewing the candidates’ statements, place a check in the appropriate box on the ballot to indicate your vote for each position.

Space is provided for write-ins.

2. Mail your postage-paid ballot so that it is received no later than October 23, 2006. Only mailed ballots received by the deadline will be counted.

Thank you for your participation.

Industrial Designers Society of America45195 Business Ct,, Suite 250, Dulles, VA 20166

703.707.6000 n [email protected]

www.idsa.org

2006 IDSA BYLAWS PROPOSAL › sites › default › files › xiglafiles › 2649-Bylaws... · 2006...

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