This post is inspired by an ongoing discussion of a draft bylaws revision under consideration within the American Association of Law Libraries (AALL). The draft, which revisits the controversial issue of opening full participatory membership in the association to all interested persons, was prepared by the organization’s bylaws committee and submitted to its executive board. The board considers the draft at its meeting in Boston later this week. The actions available to the board include (1) Submitting the proposal as is to the membership for approval; (2) Amending the proposal and submitting it to the membership for approval; (3) Referring the proposal back to the committee for further discussion and informal membership input; (4) Tabling the proposal, i.e., putting off a decision to a future board meeting; and (5) Rejecting the proposal altogether. The substance of the proposal and its potential ramifications are controversial and subject to disagreement among reasonable people. My intent here is not to address that substance, but rather the process that brought the proposal to this point, what we might learn from that process, and how we might improve it.

Despite the implication of its name, AALL is a professional organization of law librarians and others interested in related legal information fields, not of law libraries. It is similar in many respects to the Special Libraries Association (SLA) and the American Library Association (ALA). In terms of legal structure these organizations are not-for-profit corporations organized pursuant to state law, and qualified as exempt organizations under the Internal Revenue Code. The organizations’ missions do include factors beyond the advancement of the individual professional goals of their members; in AALL’s case these include making law and legal information more accessible to the public and improving the education offered to law students, in particular with regard to legal research skills.

The current bylaws proposal is one of several recommendations made by AALL’s bylaws committee. I am not privy to the committee’s deliberations, but it is likely that committee members communicated throughout the deliberative process by means of email, phone calls, and multi-party conference calls. AALL committees typically meet in person once per year at the annual meeting and conference. At some point the committee’s chair communicated its recommendations to the executive board via the secretary. The secretary and president then placed the recommendation on the board’s agenda for its next meeting, scheduled later this week in Boston, just prior to the annual meeting and conference.  The “board book,” which is the compilation of materials for board consideration at the meeting was made publicly available to association members at the association’s web site at least one week before the meeting.  It may have been posted earlier; I first looked for it on July 12. No other formal notice of the items under consideration at the meeting is given to members, and none is required by the bylaws.

In this instance, the first widespread discussion of the bylaws proposal began on Sunday, July 15, when Michael Ginsborg, a primary organizer of the association’s Consumer Advocacy Caucus sent a message to that group’s mailing list about the proposal and his concerns with it. Since then it has been the subject of several email messages on various mailing lists and blog posts including ones from Elizabeth McKenzie here, here, and here, and Joe Hodnicki, here. My own earlier post is here. No doubt there will be more before the week is out.

With regard to process, McKenzie asks “One of my big questions is, if this bylaws change to broaden the definition of “active membership” is such a great development, why was it being slithered in such secrecy? Would they have actually announced it to the membership in a realistically transparent way if Michael Ginsborg had not stumbled upon it in the Board Books and said something on this Caucus list?”  I would reply, neither the board nor the committee acted in secrecy.  Both fully followed the procedures required by the organization’s bylaws and policies, which are similar to those of other like organizations. In his replies to my comment on McKenzie’s blog and my earlier post on this blog, Ginsborg basically asserts that the board was impolitic to not provide for more advanced discussion, but he does not challenge the board’s motives nor imply any intentional obfuscation.

The board’s consideration of the proposal is but one step in the process. If the board votes to submit the proposal, or a variation of it, to the membership for its approval, then the membership will have at least 30 days to debate and discuss the proposal if the board chooses to use a distributed ballot; if the board chooses to submit it for approval at the 2013 annual meeting, then the membership will have nearly a year to do so.

The substance of the proposal would be controversial, and justifiably so, regardless of process.  But one wonders whether, in the age of instant broadcast communication enabled by the Internet, where fact and rumor are spread instantaneously by social media, blogs, and email, is it not time for organizations make better use of this technology to satisfy membership perceptions regarding organizational transparency. Here there is no evidence that the bylaws committee or the executive board is trying to hide anything, yet some members are suspicious of the their actions despite  their having followed bylaws and policies to the letter. I believe that expectations among some members that anything can be publicized rapidly over the Internet means that failing to do so is an attempt to hide something. Whether or those expectations are reasonable, organizations should strive to be more transparent by going beyond the letter of the bylaws, or better yet, by updating their bylaws, to encourage and facilitate widespread notice and publication of activities under consideration. For example, actions taken by the board can be published in summary, preliminary form before the full minutes are published or approved. Standing committees can publish their recommendations immediately, rather than forwarding them only to the board or waiting for the annual committee report. And when the board sees a recommendation on an issue that in the past has proven controversial, it can move quickly to give broad notice of its placement on an agenda and remind members of the process for consideration and the opportunities for member input.

Finally, I want to digress to address another matter concerning the process for amending bylaws. AALL’s bylaws provide for submission of a proposed change submitted by petition signed by at least 5% of the membership. It is quite conceivable that in a controversial matter, there could be competing proposals on the same subject matter. How would the discrepancies between the proposals be resolved if each proposal received a majority vote by the membership?