On AALL Bylaws Proposal, Let’s Keep Our Heads Cool

This morning many AALL members are becoming aware of a draft proposal for several bylaws amendments to be considered by the executive board at its meeting this week. The most controversial of these is to expand the definition of active membership to include anyone who is interested in the objectives of the association. If adopted by the membership, this would allow those employed at information vendors and other non-library/non-information center settings to serve on the executive board. While at this point I favor such a change, I acknowledge that reasonable members can disagree about this proposal. I write this post, however, to urge all members to not assume the board is trying to sneak this by without discussion or thorough consideration of the membership. In order for the bylaws to be amended, after an executive board approval the matter must be submitted to a membership vote. Amendments are approved only by a 2/3 vote at an annual meeting or a majority vote in a distributed (read electronic) ballot. The rationale for this difference is that only a portion – often a minority – of the full membership is at the annual meeting so one wants a supermajority voting there, whereas in a distributed ballot every member has the opportunity to vote, and a majority vote expresses the will of the membership.

The board’s action this week, if it approves the proposal, is but the first step in consideration of the proposal.  It is too late to consider it at this year’s annual meeting, so the board must decide as well whether to submit it to distributed balloting or at next year’s annual meeting. I suspect the board intends to submit by distributed balloting, but it would have been helpful if the board book agenda description for this item included a statement as to how the board intends to submit the proposal. As it now reads in the board book, the action is merely to “approve the language of the proposal.”

However the board chooses to proceed, we’ll all have plenty of time to fully discuss the proposal before the membership acts on it. Let’s do so calmly, even if we do so with some passion.

12 thoughts on “On AALL Bylaws Proposal, Let’s Keep Our Heads Cool

    1. Michele, I will provide my rationale after (and if) the board votes to submit it to the membership. While I stated that it might have been a good idea for either the bylaws committee or the executive board to have publicized this earlier, I don’t think that doing so would have helped calm what I perceive as a lot of premature hyperventilating in the online discussion. Too, let’s keep in mind that this is not yet a “proposed change.” It is a recommendation to the board from the bylaws committee, and it does not become a proposed change until the executive board approves it and submits it to the membership. If one wants to make the case that it is such a bad idea that we should let the board know our feelings before they hold such a vote, I can understand that. But it seems to me that this kind of fundamental change is one on which the entire membership, not merely those with time to communicate to the board or attend the annual meeting, should have a vote. That is the purpose of the bylaws amendment process for any like organization.

  1. I doubt that anyone believes the Board was trying to “cover up” a controversial proposal, especially when Darcy Kirk and her Board colleagues deserve our praise in acts of transparency, including release of the Board Books. Probably everyone would agree with the AALL Executive Board that changes in the legal profession more than warrant a broader definition. The question at issue lies elsewhere. Did AALL members have enough notice to tell their Board whether, in the first place, they would want to vote definition as broad as this one? Members like me prefer an opportunity to see if we can first craft a compromise that balances the Board’s praiseworthy goals with concerns about the appearance of significant conflict of interest. An issue of such importance  and potential for controversy seems to justify a departure from ordinary Board procedure to exercise its own discretion in  deciding policies and goals of  our Association

  2. I would also add that notifying members in print venues, like Spectrum, or digital venues, likenthe electonic Members’ Open Forum, would at least allow them sufficient means to decide if the issue matters enough to make time to contact the Board. The Bylaw procedures for amendment were adopted before our present forms of instant communication. Why not deploy them?

    I am not sure you want to favor such characterizations as “online hyperventilating.” Characterizations of this kind seem so natural to the recommendation’s defenders that they underscore the very decisiveness of the issue before the Board. It’s precisely the potential for controversy that adds urgency for the Board to reconsider adoption of the recommendation.

    1. Michael, your comments raise issues of organizational governance in the Internet age, which I will attempt to address in a subsequent post. I do want to specifically respond to a point you’ve made here and in your message to the AALLNet Members Open Forum. First, I favor thorough, open discussion of matters of fundamental principle, which clearly include this proposal. Second, in Betsy McKenzie’s report of her conversation with Darcy Kirk, which you appended to your message to the Open Forum, and which is described in her blog post, it appears that the original intent of the charge to the bylaws committee was to prevent disqualification of members from office solely because their job duties or title took them out of the traditional definition of library or librarian. Her example was Frank Houdek, who is now the associate dean for academic affairs at SIU, and to that I would suggest another example of Sarah Glassmeyer, who now works at CALI. (And by some definitions, CALI would be considered a vendor.) You state that probably everyone would agree that a broader definition than the current one is needed. I will suggest that crafting language that covers the many permutations we might find to be entitled to serve as officers yet still exclude vendor employees will be a very tall order to fill. I will further suggest that there is a substantial portion of the membership that would favor adoption of the draft proposal in its current form. That substantial portion may be a minority or a majority. For this reason, it would be perfectly reasonable for the executive board to submit the language as is to membership vote, and of course it will be thoroughly discussed before the votes are then cast.

      Third, the concerns raised about conflict of interest for or with vendor members are legitimate and sincere. They may be addressable through means other than restricting membership status.

      Regarding my use of the phrase “online hyperventilating,” I used that because of both an inference I drew from a posting I read and from the nature of previous online discussions where the writer made process assumptions that were inacurrate. Here the inference was that the matter was decided and not subject to discussion, and I found similar meaning in another email message I recently read on the topic that asks why the bylaws stuff “was done with secrecy.” In contrast to that, in your message to the open forum you acknowledge that the board is acting in the best interests of the association and that board members value input. One might fairly argue that the Association’s procedures do not fully recognize the possibilities available in the modern age, but consideration of a likely controversial topic by a standing committee and its first publication in a publicly available board meeting book do not constitute doing work in secrecy.

  3. Ken,

    Your blog shows your commendable commitment to the principle of open discussion. I credit the Board for conscientiously trying to accommodate professional changes without unfairly excluding members the roles of active membership. Joe Hodnicki has already suggested a compromise at his blog today. Like all compromises, his will not satisfy all parties. But it represents a promising start. Perhaps some variation will bring more of our colleagues on board.

    At any rate, I wish that we could ban the word “vendor” from the AALL lexicon. It is a one-size-fits all category that does not aid understanding of my concern about the troubling appearance of significant conflict. (I speak for no one else, of course.) Several companies in the legal publishing industry have consistently violated basic consumer protections in our Guide to Fair Business Practices and Principles For Electronic Licensing. Employees of these companies may never seek appointment or election to positions that directly or indirectly affect AALL policy on actions on consumer advocacy. Or, if they do, they might stand little practical chance of appointment or election. Both assumptions strike me as questionable, for reasons I will not elaborate on here. But suppose they are true. Why should any active member who bucks the trend face an unspoken presumption against appointment or election? That circumstance strikes me as patently unfair to employees who bear no direct responsibility for the anti-consumer practices of their employers, even as they must act in the best interests of their employers. These employees should enjoy the full panoply of active membership rights, unburdened by whatever perceived deterrents have been raised already. If a substantial portion of the membership agrees, then these particular employees should also not have to sign conflicts of interest that would effectively bar them from exercising active membership rights in the positions at issue.
    I would have thought that this consequence was controversial.

    I also find that the underlying ethical model deserves reconsideration. Ethical rules about conflicts of interest are not necessary for what is likely to happen. They are necessary for what we hope is unlikely to happen, increasing the odds that unethical outcomes will never happen. I see no way to square this model with the alternative model floating beneath the discussion. Under this ethical model, since it’s unlikely that an unethical action will emerge to raise ethical concerns, we need not let ethical rules bar an unwanted consequences of applying them – barring a small category of parties from active membership. But ethics are hard, as Peter Shenck said in his 1998 LLJ article. “They are supposed to be.” Relaxing ethical rules for a desired outcome invites a change in how we perceive ethical boundaries. The boundaries become more amenable to what we want to do, not what we should do. I would have thought that this underlying ethical model was equally suspect.

    We can reasonably disagree on whether a Board Book affords members an informational opportunity commensurate with more timely notices available in Spectrum on AALL’s Virtual Communities. But I suspect that I have missed your point, so I will look forward to your next post. I hope at our paths will cross at AALL. It would be a pleasure to talk to you in person.


    1. Michael,
      There is a lot in your comment and I don’t think I will catch it all in this reply. As I note in my subsequent post, I think it would be well for associations such as ours and including ours to take affirmative steps to increase publicity about governance matters generally, and even more so for likely controversial matters. Nevertheless, given the current bylaws and policies and given the basic premises of parliamentary practice as commonly understood in these organizations, I think the board did what it could to this point. The ball was put in the executive board’s court when the proposal was submitted to the secretary by the bylaws committee. At that point the board can take no further action until its meeting. You recognize this, I think, by asking that the board delay its final consideration of the proposal to allow further discussion among both the membership and the bylaws committee.

      I think, if I am reading your comment correctly, that we agree that the proposed change Joe Hodnicki suggests is too restrictive and exclusionary, but that you feel the committee proposal is overly broad. I don’t think I can draft a well-through alternative here, and you recognize this and suggest that we should avoid the rush by suggesting that the board take more time with preliminary consideration of the committee recommendation, in order to afford an opportunity to reach consensus. Nevertheless, as I stated in my original post, initially I support the principle evidenced in the draft language; i.e., membership for persons interested in advancing the aims of the association. Well-defined aims that align with our current ones would exclude persons who do not support those goals from membership . I think concerns containing a “captured association” can be further addressed by the fact that members’ employment information is available in the directory, together with adoption of a concise code of conduct or ethical standards for officers and committee chairs. Chief among these would be requiring recusal from any decision that would inure to the financial benefit of the member’s employer or affiliated entity.

      I would also follow the example of the ALA by providing for an institutional or corporate membership category. There are such entities that do support the aims of the association, and this would allow them to participate in support of the association without exercising a right to vote or serve on committees or in office. Corporate or institutional membership would be distinguished from the personal memberships of an individual who happens to work for such an entity.

      Thanks for your complimentary words, and I too look forward to meeting you.

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