Changes to AOC Governing Documents
During the 2018 elections the membership of the AOC will have the ability to vote on changes in governance that were approved by the board of directors of the AOC and the board of governors of the AOC Foundation earlier this year. Outlined below are the changes that are set to be voted upon, as well as links to any corresponding documents.
1. Amendment of AOC Articles of Incorporation
The membership provisions in the AOC Articles of Incorporation (from 1965) do not reflect the actual categories and rights of members as they have for some time been practiced. Articles of Incorporation only need to contain that we will have members, not the description of types of membership or their differing rights and responsibilities. Therefore, the board of directors recommends that the specific membership types be removed.
View the proposed amendment of the Articles of Incorporation (resolution adopted by the board of directors on July 25)
View the original Articles of Incorporation
2. Rescind the AOC Constitution
When the AOC was formed in 1965 it was common to have Articles of Incorporation, Constitution and Bylaws. Now, the common practice is just Articles of Incorporation and Bylaws as there are many commonalities between the Constitution and Bylaws. The Board of Directors (action upon advice of legal counsel) is recommending the AOC abolish the Constitution in order to consolidate its provisions into the Bylaws. The BoD has already approved a motion to this effect and needs membership approval to enact this action. Therefore, the board of directors recommends that the Constitution of the AOC should be rescinded.
View the proposed rescission of the AOC Constitution (resolution adopted by the board of directors on July 25)
View the current AOC Constitution
3. Amendment of AOC Bylaws
With the presumed rescinding of the AOC Constitution, the members need to approve a new structure by which the AOC will operate. The Board of Directors carefully considered options and developed a revised set of bylaws. Article I of these bylaws contains those parts of the AOC which would require both AOC membership and Board of Directors approval (similar to the previous Constitution). The remaining Articles are delegated to the Board of Directors for management. These articles are very similar to the previous AOC bylaws with some updates/changes to clarify areas where there might have been uncertainty or confusion. The Board has approved these Bylaws and recommends that membership approve as well.
View the current AOC Bylaws
View the proposed AOC Bylaws
4. Amendment of AOC Educational Foundation Articles of Incorporation
Changes the official membership of the AEF to the Board of Governors. Currently the membership is all AOC members. If all AOC members are members of the Foundation, then any changes require the approval of more than half the members. Since the majority of elections do not exceed 10% participation, this is change is needed so that the AEF can adjust when needed. Reduces the size of the BoG slightly. Membership will be AOC EXCOM, Regional Directors, and 1-2 appointed governors; this reduces the size by ~5-6 members. It also clarifies procedures to replace BoG members when there is an open position for any reason.
View the proposed amendment to the AEF Articles of Incorporation (resolution adopted by the board of governors on July 25)
View the Current AEF Articles of Incorporation
If you have any questions or need further explanation, please reach out to Shelley Frost or Glorianne O'Neilin at 703-549-1600 or by email at frost@crows.org; oneilin@crows.org.
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