Fall 2021 Bylaw's & Articles of Incorporation Update

IOA's Board of Directors has announced a new process to amend the IOA Bylaws & Articles of Incorporation. Members received an email on 1 October 2021 summarizing past events, meetings, and conclusions regarding the IOA Bylaws & Articles of Incorporation. This email also included information about the next steps the Board will be taking to finalize the proposed changes. These steps will include hosting two more town hall-style meetings and opening a new vote.

Below is a shortened version of the information members received. Members can log into their IOA profile to review the information in its entirety.  

Summary of Events & Updates on Our Progress

15 July Member Meeting & 12 August Member Dialogues

The IOA Special Member Meeting held on 15 July revealed the need to create additional opportunities for our members, to share their views related to the Board’s previously proposed changes to the Bylaws and Articles. As a result, we created two Member Dialogues to provide space for members to share their views, engage in open discussion with colleagues, and provide input to inform the next steps. These meetings offered a space to talk about what was most important to members and ensure transparency in our member communications. We intentionally structured the Member Dialogues to devote most of the 90 minutes of meeting time to small group discussions held in breakout rooms facilitated by IOA Board members. More than 200 members participated in the two Member Dialogues and shared their views. These discussions were very valuable and we are grateful to have received the feedback.

26 August Board Meeting

The IOA Board convened a Special Board Meeting on 26 August to review the member feedback from the Dialogues. During that meeting, the Board committed to striving for more openness and transparency in our communications with members. In keeping with that decision, on 8 September, we posted a summary of the member feedback organized under three headings: (1) requirements for Board eligibility, (2) ways to improve the Board’s processes, and (3) other matters.

Based on the member feedback, the Board decided to make further revisions to the Bylaws. Many members also expressed a strong desire to vote on the Bylaws amendments separately (in an unbundled manner). Therefore the Board has decided to offer members the opportunity to vote on sections of the Articles and Bylaws, rather than voting on the documents in their entirety. In addition—guided by member feedback and our overall goal to improve the diversity, equity, inclusion, and belonging among the association—the Board chose to again revise Board eligibility requirements. In short, we maintain the importance of extending eligibility for Board service to more of the membership while also encouraging nominations from members who have caliber and experience from a range of perspectives.

Also during this August meeting, the Board made the decision to engage a parliamentarian to assist us at the next Special Member Meeting. The parliamentarian will help in planning for and facilitating a smooth and effective meeting, one which is structured in a way that ensures we have time to complete the vote on the Bylaws and Articles in an unbundled, multiple-vote manner.

Between the August & September Board Meetings

In the interim, IOA leadership identified a parliamentarian and expert in Roberts Rules of Order who, together with IOA’s legal counsel and staff, advised on the need for ample time to conduct multiple votes and recommended a plan to meet with members in two different formats to meet our goals to provide sufficient time both to engage members in open discussion on the proposals and also conduct a member meeting to vote on the proposed amendments. Those recommendations then became the basis for the Board’s actions at the 23 September Board Meeting.

23 September Board Meeting

Last week, the Board met and voted unanimously to approve eleven new IOA Resolutions (member login required), which outline the proposed revisions to the Bylaws and Articles as well as a process for putting them forth to members for voting.

The first seven of the Board-approved resolutions establish the outline for member voting on seven separate portions of the Bylaws and Articles. In the eighth resolution, the Board resolved to distribute the revised Bylaws and Articles to voting members with notice of at least ten days prior to virtual member town hall meetings to discuss and consider the proposals. In the ninth resolution, the Board resolved that revised Bylaws and Articles shall be submitted to a vote of the members at a separate virtual Special Member Meeting called for that sole purpose and allow for proxy votes in advance of that meeting. In the tenth resolution, the Board resolved to authorize the association to engage Matthew Schafer to serve as parliamentarian for the Special Member Meeting. In the eleventh resolution, the Board resolved to adopt procedures to apply only to the upcoming virtual Special Member Meeting called for the purpose of voting on proposed amendments to the Articles and Bylaws.

Please note that the Board was advised and agreed that it was not feasible to further break out elements of the proposed changes to Article IV, dealing with Board eligibility, because of the interwoven nature of the provisions of that article. Accordingly, for Article IV and all the other proposed changes, the voting will be structured so that if a proposed change does not pass, the current provisions of the Bylaws will continue to remain in effect.

IOA Board of Directors Plans & Next Steps

The Board will be holding two Town Hall Meetings for IOA members on Tuesday 26 October at 8:00 – 9:30 AM PT and 4:00 – 5:30 PM PT.

Members are encouraged to register to participate in one of these two Town Halls to hear more about the latest revisions to the Bylaws and Articles, ask questions, share their views, hear other member perspectives, and learn more about the voting process and meeting structure for the subsequent Special Member Meeting.

Register for One of Two Town Hall Meetings

To convert these times to your time zone, consider trying the World Time Buddy app.

On the advice of our legal counsel and parliamentarian, the Board has concluded that there would not be enough time to have a discussion of the proposed changes as well as conduct votes on each resolution during a single meeting of reasonable duration. For that reason, the two Town Hall Meetings are very important. They will be the only opportunity for members to have a live discussion about the proposals before the Special Meeting when the final vote will be held. We encourage members to make every effort to attend one of the two Town Hall meetings to express their views and hear from others.

Furthermore, an online voting process will be launched immediately following the Town Hall meetings to offer members the opportunity to vote by proxy in advance of the Special Member Meeting in case they cannot attend the meeting live.

Members will receive email notices about the Special Member Meeting, which is set to be scheduled in mid-November. Again, the Special Member Meeting will be conducted after the Town Hall Meetings in accordance with the Board-approved rules for that meeting and as fully described under the eleventh resolution. When the time comes, members will be able vote online or register to attend the Special Member Meeting and submit their vote. Again, as votes will be taken on seven separate resolutions, the voting process will consume the entire meeting, so there will not be time for discussion at this meeting.  As previously stated, the time for discussion on the Articles and Bylaws amendments is during the Town Hall Meetings.

Important Documentation for Member Review

Members are encouraged to log in to their profiles and review additional documentation for reference before they submit their vote.

Review Documentation

We, the Board of Directors, extend our heartfelt appreciation for members' commitment to this organization and for their continued effort to assist us in making needed structural and governance changes. We stand fully united in support of our proposals and encourage members to review these materials, participate in one of the upcoming Town Halls, register to attend the Special Member Meeting to register their votes live, or if they can’t attend that meeting, submit their vote online via proxy.

Thank you!

The IOA Board of Directors:

Melanie Jagneaux (President), Steve Prevaux (Vice President), Lee Twyman (Treasurer), Willem Kweens (Assistant Treasurer), Ronnie Thomson (Secretary), Marcia Martinez-Helfman (Immediate Past President), Roy Baroff (Board Member), David Carver (Board Member), Sue Diviney (Board Member), Hector Escalante (Board Member) Sarah Klaper (Board Member), Marcia Gee Riley (Board Member), Jessica Kuchta-Miller (Board Member), Bruce MacAllister (Board Member), Sana Manjeshwar (Board Member) and Reese Ramos (Board Member)