Constitutional Vote and Governance Restructure
Ken Fergason
AEG 2014-15 President

Last summer there was a membership vote to change the AEG constitution, which essentially will allow for two changes to be made to the Association – the elimination of the requirement that a Section Chair must also serve as a Director of the Association and it will reduce the number of Directors from 25 to 10-to-12 regionally-based Directors, in addition to the five Association Officers. For a constitutional vote to pass, it requires a 2/3 majority endorsement by our eligible voting members. The votes were counted a few weeks ahead of the Annual Meeting and the results passed the Constitutional amendment with 86% of the voting membership in favor of the change.

This vote was authorized by the Directors at the 2014 midyear Board of Directors Meeting and ultimately originated from recommendations that came out of the Needs Assessment process. The Needs Assessment pointed out that our Board of Directors was less effective than it could be and that changes should be made to create a more flexible and strategic body by reducing the size of our Board. Added benefits of this change will also decrease the likelihood of the Board not achieving a quorum due to the absence of Directors at meetings as well as allow the direct election of Directors instead or requiring that this duty be performed by our elected Section Chairs.

At this time, the changes to the constitution that resulted from this vote have not yet been implemented because the changes are also contingent on bylaws revisions that are under review. There is a team of volunteers that consists of current Board members, Past Presidents, and other interested members that are looking at the bylaws and policies of the Association and how those need to change to implement a new governance structure. Part of this effort is to define regions that Directors will represent. At the Board of Directors 2014 Annual Meeting in Scottsdale potential options were discussed and one of these will be distributed to the membership for comment and discussion (a draft is included as Figure 1). If you are interested in volunteering for the Governance Restructure Team, please contact me.

The move to a regional model for governance of the Association will have little to no effect on how AEG functions at a local level and local governance boards will not be constrained by regional boundaries. Sections, Chapters, and other groups of AEG members will continue to meet however works best for them, regardless of regional boundaries. The regional changes will only effect how membership is represented at the Association level. Based on the Needs Assessment recommendations, the leadership of AEG believes that this new model will ultimately allow for greater flexibility for local AEG activities.

Additionally as part of these efforts it has been realized that the constitution, bylaws, and other governing documents of AEG are somewhat out of date and contain internal inconsistencies. As part of these governance changes, these documents will be updated and made internally consistent. The first step in this process will be another constitutional vote that will likely occur in summer, 2015, that is intended to ensure the constitution and articles of incorporation are consistent with current law and internally clear in their language. These changes are not intended to cause any structural change in the way AEG governs itself and will likely be minimal with only a few words changing to eliminate misinterpretation. An ad-hoc committee with representatives from the Board of Directors, Executive Council and Governance Committee will be looking into these changes and proposed changes will undergo legal review.