Article IV:  BOARD OF DIRECTORS

Responsibilities

5. All Directors must be members of Osher at CMU and are expected to serve on one or more standing     or ad-hoc committees.

Change to:  All Directors must be members of Osher at CMU and are encouraged to serve on standing or ad-hoc committees. Reason:  There are not always openings on committees.

Composition

1.The Board shall have no fewer than 15 and nor more than 20 elected Directors.

Change to:  The Board shall have no fewer than 11 and no more than 17 elected Directors.

Reason:  Recent experience has shown that the number of qualified applicants found through the Nominating Committee process has not been sufficient to maintain a board of 20. Also, studies have shown that smaller boards are more effective.

4. If a Director leaves the Board, the Board shall decide whether or not to replace that person. However, should the number of Directors fall below 15, the Board shall elect a member (or sufficient members to reach a total of 15) to complete the current board year until the position is filled through the annual nomination and selection process.  Members who previously interviewed for Board positions but were not selected shall be considered first as potential candidates.

Changes:  Change 15 to 11 in the first sentence and delete the second sentence.

Reason:  To make the minimum number consistent with the change in Item 1 above.  The second sentence is deleted because it is unnecessary as this would be an obvious choice if suitable nominees who were not selected were available.

Terms

5. Terms of Directors are for three years commencing on July 1, following election by the Board of Directors at the April Board meeting, and ending on June 30 of the third year.

Change:  Change “at the April Board meeting” to “no later than the April Board meeting.” 

Reason:  If the candidates are identified early, the recommendations for approval to the Board could be made at the March meeting.

Director Selection

5. The Nominating Committee, per the Osher at CMU “Director Selection Policy,” shall interview the applicants and recommend the most qualified candidates for the open Director positions to the Board for their approval at the April Board meeting. Change and Reason: Same as Section 5 above.

Article V: OFFICERS

Officer Selection

4. If the Board is unable to fill any of the Officer positions, the Nominating Committee shall seek to identify a candidate from the pool of Director applicants.

Change:  Add the following phrase to the end of the sentence; “…or the general membership.”

Reason:  There may not be willing or qualified candidates in the group of Director applicants, so it could be necessary to seek a candidate from the general membership.

Article VI:  Executive Committee

1.The Executive Committee shall be comprised of the Officers, the Executive Director, and the Immediate Past President.

Change to:  The Executive Committee shall be comprised of the Officers, an at-large member of the Board of Directors, the Executive Director, and the Immediate Past President.

Reason:  This increases the voting membership from 4 to 5 which ensures deadlock 2 to 2 votes won’t occur on issues.  This also enables a non-officer Director to have direct knowledge and involvement in the proceedings of the Executive Committee.

2. Board Directors who wish to be considered for the at-large position must identify their interest to the Executive Director by the end of April. The at-large Executive Committee member is chosen from the interested Directors via a secret ballot vote of the Board no later than the June Board meeting. The election shall be by ranked-choice voting.  The at-large member serves for one year and is not eligible for an additional year term until at least one year has elapsed.  

                Change:  Insert this as a new Section 2 and renumber existing Sections 2 to 6 to Sections 3 to 7.

Reason: Defines how the at-large member, added in Item 1, is to be chosen and the term.

6.The Executive Committee may enter into contracts, approved by the Board, on behalf of Osher at CMU with organizations providing investment services and is responsible for overseeing such contracts.  With two Executive Committee member signatures, the Committee is authorized to address day-to-day operational matters with such contracts

Change second sentence to:  Two Executive Committee member signatures are required on documents necessary to take formal action addressing operational matters with such contracts.  Reason:  Clarify intent of the sentence.

Article VII:  EXECUTIVE DIRECTOR

6. The Executive Director is responsible for outreach to CMU, developing operational and support relationships and maintaining effective communications, and serves as the point of contact with the Bernard Osher Foundation, and with other groups related to the Osher at CMU mission.

Change:  After “Bernard Osher Foundation,” add “the Osher National Resource Center,”

Reason:  This resource was inadvertently omitted in the previous version of the Bylaws.

Article VII:  COMMITTEES

3. The President appoints Committee Chairs (Article V, Duties, Section 1a). The Committee Chairs appoint Committee members in consultation with the Executive Committee.

Change second sentence to:  “The Committee Chairs appoint Committee members.

Reason:  The wording “…in consultation with the Executive Committee…” is ambiguous.  A Committee Chair may always talk with others if he or she wishes to do so.

8a. The Curriculum Committee shall develop and prepare the course offerings for each term, including contacting potential study leaders and evaluating the effectiveness of course offerings.

Change second sentence to read:  The Curriculum Committee shall identify and recruit potential study leaders to develop courses on a variety of topics for each term and evaluate the effectiveness of course offerings.

Reason:  A clarification since the Committee members are not the ones actually preparing course offerings (unless they have volunteered to be a study leader).

8d. The Membership/Social Committee shall welcome new members, award scholarships, and send condolences.  It organizes the annual Member Picnic, the New Member Reception, the Winter Party and other events as needed.

Change second sentence to read:  It organizes the New Member Reception and other membership events authorized by the Board.

Reason:  At present at least, an annual member picnic and winter party are not planned.  This change generalizes the bylaws to accommodate whatever other events may be planned.

Other:  Change Human Relations Committee name to Human Resources Committee in Articles IV and Article VII.   Reason:  Committee changed name.