Approved 8th of May, 2021

The governance committee met on the 13th of February, 2021 at 10am MST. The following members were present:

  • Steven Malins, DOM
  • Robert Bibeau, DOM
  • Yvonne Walston, DOM CMI

Bernadette Lujan was present for a brief discussion before the meeting was called to order.

The following ex-officio member was absent

  • John Scott, DOM

Topics Discussed

  1. Meeting reports. The reports for the meetings on Nov19 and Dec17 2020 were approved.
  2. Quarterly report. The 2020 4th Quarter report was reviewed, and the format was approved for the quarterly reports for 2021.
  3. Committee charter template/outline. The format for committee charters was reviewed, and committee chairperson Steven Malins will publish a draft charter for other committees to use next week (week of Feb15).
  4. Governance committee members. It was agreed to send out a call for new members, but that the current membership is sufficient to accomplish the work for 2021 if no volunteers are immediately available and willing.
  5. Succession planning. The governance committee charter was reviewed and the committee is in consensus to follow the process outlined for the 2021 annual meeting.
  6. By-laws review. See below.

Documents Reviewed

The governance committee charter was reviewed, especially Article VI Section 2 regarding process for board elections. The committee agreed to make a small edit to the charter bolding the phrase by the membership in Article VI Section 2 Subsection 2 Paragraph 3 of the committee charter.

Society By-laws

The committee began a systematic review of the by-laws of The Society. The following changes were agreed upon by the committee:

  1. Remove the following from Article II as listed in the Society’s articles of incorporation. The registered agent shall be the current president of the Society, and the registered office shall be the president’s address.
  2. Change Article VI Section III to reflect that the following shall be signatories on the NMSAAM bank account
    1. The President
    2. The Treasurer
    3. One other board member as designated by the board

The committee agreed, in general, that a lifetime membership option could benefit The Society and ensure the vibrancy and longevity of The Society. It was agreed that Article V Section III be left as written, to allow the board to set the fee for lifetime members, with the approval of the membership at the annual meeting. The committee agrees that adding language to the lifetime membership category consistent with: applications for lifetime membership shall be approved by the membership at the annual meeting

Committee members will collaborate on a shared/online version of the by-laws in MS Word format. The committee agreed to use the comment, suggestion, and track changes features of MS Word to collaborate on the by-laws prior to the next committee meeting.

Recommendations

  1. That the (governance) committee lead The Society in following the procedure outlined in the governance committee charter for election of board members and officers at the 2021 annual meeting of The Society.
  2. The committee notes that the version of the by-laws at https://nmsaamgov.github.io/by_laws.html is the official version of the by-laws of the society; it is recommended that the markdown/plain-text version in the GitHub repository be used to programmatically generate copies of the by-laws in other formats, eg MS Word or PDF.
  3. That the committee draft a detailed and written process for proposing by-laws changes; that the process allow for a reasonable comment period by the membership prior to a meeting where changes are approved; and that changes be presented to the membership in a transparent, understandable, and complete manner to the membership for comment.