Please read the proposed changes to the Osher at CMU Bylaws and minutes from the 27th Annual Meeting.
Article IV: BOARD OF DIRECTORS
Responsibilities
- The Board makes decisions to enter contractual commitments for the organization. The Board may grant such authority to the Executive Committee or the Executive Director via documented Board approval.
Proposed Change: Add the following words to the beginning of the second sentence“, Except for investment services commitments which must always be made by the Board, …
Reason: To clearly state that investment services contract commitments must always be a Board decision.
Article V: OFFICERS
The Officers of Osher at CMU shall be the President, Vice President, Secretary, and Treasurer.
Duties
1a. The President presides at all official meetings of the Board and Executive Committee and in consultation with the Executive Committee, appoints all Committee Chairs for one year, with no limit on reappointment. The President is an ex-officio and non-voting member of all committees- The President acts as the Executive Director's supervisor and with input from the Board and Committee Chairs, the President conducts the annual performance review of the Executive Director. The President is the chief spokesperson for Osher at CMU and is the point of contact to and from the Executive Director for policy and procedure issues that impact the organization, acting on behalf of the Board.
Proposed Changes: In the first sentence, change the wording of the phrase starting with the word “appoints” to read: appoints all Committee Chairs for one year, except for those committees for which these Bylaws stipulate a specific Chair.” Reformat section as follows in outline form.
Reason: Chairs of some committees are defined in other sections of the Bylaws as Officers of the organization. Reformat in outline form for clarity.
a. The President has the following responsibilities:
i. Presides at all official meetings of the Board and Executive Committee.
ii. In consultation with the Executive Committee, appoints all Committee iii. Chairs for one year, except for those committees for which these By-iv. Laws stipulate a specific Chair.
v. Is an ex-officio, non-voting member of all committees.
Supervises the Executive Director and conducts the annual performance review of the Executive Director, with input from the Board.
Is the chief spokesperson for Osher at CMU and is the point of contact to and from the Executive Director for policy and procedure issues that impact the organization, acting on behalf of the Board.
Article VI: EXECUTIVE COMMITTEE
- The Executive Committee shall be comprised of the Officers, an at-large member chosen from the Board of Directors, the Executive Director, and the Immediate Past President.
Proposed Change: Add “(non-voting)” after Executive Director and after Immediate Past President. Add the following sentence at the end of this item: “The President is the Chair of the Executive Committee.”
Reason: That the President is the Chair has always been the practice, but it wasn’t stated anywhere in the Bylaws. The words non-voting are added for clarity although these are noted in other parts of the bylaws
- The Executive Committee meets prior to each Board meeting to develop the Board meeting agenda including consideration of items submitted by Osher at CMU members.
Proposed Change: Reword as follows: Unless circumstances prevent it, the Executive Committee meets prior to each Board meeting to develop the Board meeting agenda, including consideration of items submitted by Osher at CMU members.
Reason: On occasion events have occurred that necessitated a Board Meeting be held without an Executive Meeting preceding it. This change recognizes that such situations could occur.
- The Board, on behalf of Osher at CMU, must approve contracts with organizations providing investment services. The Executive Committee is charged with overseeing such contracts. Two Executive Committee member signatures are required on documents necessary to take formal action addressing operational matters with such Board approved contracts.
Proposed Change: Replace the first two sentences with the following: “The Executive Committee oversees investment contracts that the Board has approved and manages associated administrative matters.”
Reason: Simplify the statements to provide clarity.
Proposed Change: Change the third sentence to read: “Signatures of at least two voting members of the Executive Committee are required on documents addressing operational matters regarding such contracts.”
Reason: To ensure that actions are approved by the voting members of the Executive Committee.
Article VII: EXECUTIVE DIRECTOR
- The Executive Director is a voting member of the Human Resources Committee and serves as an ex-officio, non-voting member of the Executive Committee and the Board.
Proposed Change: Change the end of the sentence to read “…of the Executive Committee, the Board, and the Curriculum, Finance and Nominating Committees.
Reason: The Executive Director has always been an ex-officio non-voting member of these committees, but this had not been identified in the bylaws.
Article VIII: COMMITTEES
- The Board may create, merge, or dissolve Ad Hoc committees.
Proposed Change: Delete “Ad Hoc” and add the following to the sentence: “other than those established by these Bylaws” so that the item reads: “The Board may create, merge or dissolve committees other than those established by these Bylaws.”
Reason: Limiting the Board to create, merge or dissolve only ad-hoc committees is too restrictive. However, to merge or dissolve a committee established by the Bylaws (e.g. Standing Committees), the Board would first have to revise the Bylaws.
- The President appoints Committee Chairs (Article V, Duties, Section la). The Committee Chairs appoint Committee members.
Proposed Changes: Reword the first sentence to read: “The President appoints Chairs of all Committees except for those whose Chairs are stipulated by these Bylaws.
Reason: Chairs of the Finance and Nominating Committees are defined in the bylaws as the Treasurer and the Immediate Past President, respectively.
Proposed Change: Remove second sentence and create new item #4 listed below (and renumber subsequent items.”
Reason: To make this section consistent with Article V and to reflect that Board approved procedures are to be used for selecting qualified members of Osher Committees.
- The Chairs of all Committees, except for the Executive Committee, appoint Committee members who have been selected using Board approved procedures.
5b. Each Committee shall include at least one Director.
Proposed Change: Change to read: “Each committee whose chair is not a Director shall have a Director designated by the President to serve as a liaison between the committee and the Board. The designated liaison will not be a member of the committee unless that Director was previously selected and appointed to serve as a committee member.”
Reason: To provide a Board member as a contact who can be a resource to a committee for consultation on issues.
5e. The Chair may drop committee members for cause.
Proposed change: Change this item to read: “The Chair may remove a committee member after consultation with and concurrence of the Executive Committee and the Human Resources Committee Chair.”
Reason: It is not appropriate to put a Chairperson, who is a volunteer, in a position of solely determining and dropping a volunteer committee member from a committee.
9a. The Curriculum Committee identifies and recruits study leaders to develop courses on a variety of topics for each term and evaluate the effectiveness of course offerings. Unless the Curriculum Committee Chair is an elected Director, the Committee Chair serves ex-officio as a non-voting member of the Board.
Proposed Change: Add the following sentence at the end of item a. “The Registrar and the Lecture Group Chair are members of the Curriculum Committee.”
Reason: The Registrar has always worked with the Committee providing input and coordinating the actions of the Committee with the Osher Staff. This relationship and the vital nature of the Registrar’s necessary involvement was not previously defined in the bylaws. The Lecture Group Chair has always worked closely with the Curriculum Committee. Now with the alignment of the Lecture Group with the Curriculum committee as defined in the proposed item a-1 below, this formalizes the previous unstated involvement of the Lectures Chair.
Proposed Change: Delete the words “and evaluate the effectiveness of course offerings” from item 8a.
Reason: This responsibility becomes part of the Study Leader Support Group as described in the new proposed Item a-2 below.
a-1. An affiliated group, the Lecture Group shall identify and organize one-time presentations to
Osher members and neighboring communities on topics of interest, typically in an evening
lecture type format. This Group shall work closely with the Curriculum Committee and
encourage lecture speakers to become Study Leaders. Members of the Group are appointed
by the Chair through use of the Osher Committee Member Selection Process.
Proposed Change: Add the above Item a-1.
Reason: Inadvertently, the Lectures Committee which has been in existence for a number of years, was not identified in the Bylaws. However, since the Lectures Committee has always worked closely with the Curriculum Committee and has encouraged speakers to become Study Leaders, this change moves the Lectures Committee to be a Group under the auspices of the Curriculum Committee.
a-2. The Study Leader Support Group shall set standards for and evaluate courses and
Study Leader performance, identify resources to assist Study Leaders to improve, and make
recommendations for Study Leader termination if necessary, in conjunction with the Registrar.
The Chair of the Study Leader Support Group is appointed by the President in consultation with
the members of the Group. New members are appointed to serve on the Group by the Chair
utilizing input from the Osher Committee Member Selection Process. A Human Resources
Committee member may serve on the Group as a voting member, or serve on an on-call basis
to help address any privacy issues related to Study Leader performance evaluations.
Proposed Change: Add the above item a-2.
Reason: A Study Leader Support activity was initiated several years as a sub-group of the Curriculum Committee. It was recognized that the activity of this group to evaluate course viability and Study Leader performance was different than the function of the Curriculum Committee to find Study Leaders to teach courses. This addition formalizes the formation and role of this Group. Because of the privacy concerns that may arise related to Study Leader performance issues and evaluations, it was recognized that it was necessary to either have representation from or a link to a Human Resources Committee member to ensure any privacy issues are properly treated.
9e. The Membership/Social Committee welcomes new members, award scholarships, and send condolences. It organizes the New Member Reception, the Winter Party, and other membership events authorized by the Board.
Proposed Changes: Change the second sentence to read: “It organizes the New Member Reception, the Annual Meeting and other membership events authorized by the Board.” Add the following after the second sentence. “It identifies and initiates actions to promote membership interactions and to implement ways to remain open and sensitive to needs and wants of the members.
Reason for Changes: The Annual Meeting has been added because this is an event that is required to be held every year. The Winter Party was deleted because this event is not necessarily held every year. The additional sentence was recommended by the committee to reflect their role in promoting membership and being aware of and helping address member needs.
9f. The Nominating Committee solicits applications and nominations from the Osher at CMU membership for Directors, interviews applicants, and presents a slate of proposed Directors to the Board at its April meeting for the Board to review, approve, and elect. The Committee, chaired by the Immediate Past President, shall include at least two representatives from the membership and two from the Board in addition to the Chair. The Executive Director serves as an ex-officio, non-voting member.
Proposed Addition: Add this sentence before the last sentence: “The Chair shall propose candidates to serve on the Committee to the Executive Committee and the Board for approval.”
Reason: To ensure that a fair, representative committee is formed for the purpose of proposing new Board Directors candidates.
Article XII: AMENDMENTS TO BYLAWS
- The Board shall review these Bylaws no less frequently than every three years and recommend amendments as needed.
Proposed Change: Add Section 4.
Reason: To be sure that the Bylaws are reviewed periodically and accurately define how Osher at CMU operates to meet its mission and vision within the federal and state requirements for a non-profit 501(c)3 charitable organization.
Osher at Carnegie Mellon University
27th Annual Meeting
Kresge Auditorium, College of Fine Arts
September 26, 2019
Board of Directors Present: Ann Augustine, Lyn Decker, Jan Hawkins, Allan Hribar, Ann Isaac, John Olmsted, Jim Reitz, Jeffrey Swoger, Marcia Taylor, Randy Weinberg and Mark Winer.
Board of Directors Absent (Excused): Rosalie Barsotti, Gary Bates, Jane Cordisco, Jeff Holst and Raja Sooriamurthi
Call to Order at 6:20 p.m.
Minutes of the 26th Annual Meeting held on August 27, 2018 (included in the annual report) were approved as written.
Proposed changes to the By-Laws were reviewed and approved.
The current status of the new campus location was reviewed by Jim Reitz, President. Two representatives of the project discussed the planned approach and early ideas for space design: Jan Held, project manager from CMU Campus Design and Facilities, and Danielle Terrio of Next Architects. Jeffrey Swoger, chair of the 4.0 Steering Committee, presented an overview of the capital requirements, thus initiating the formal launch of the fund-raising campaign.
Adjournment at 7:02 pm, followed by performance of Beethoven In the Face of Adversity by Monique Mead, violinist.
Prepared by Jan Hawkins, BOD Secretary
September 26, 2019
