The following Bylaw change will be presented at convention for a vote. Comments may be submitted to opencomment@roundalab.org.

VII. BOARD OF DIRECTORS

1. NUMBER – The Board of Directors shall consist of 9 Full Member Units or Honorary Member Units and 1 Advisory Chair.

VII. BOARD OF DIRECTORS

2.

a. The Advisory Chair (Former chair) will serve as a non-voting member of the Board of Directors and Executive Committee only 1 year from March 1 to February 29.

VIII. EXECUTIVE COMMITTEE

1. MEMBERSHIP – The Executive Committee shall consist of the Chairman and Vice Chairman of the Corporation and their partners, if there are partners, and two (2) additional Board Member Units elected by the Board of Directors and the Advisory Chair.

XI. ADVISORY CHAIR

1. The Advisory chair is a past chairman and/or his/her partner that will not serve more than one year consecutively in this advisory position.

a. Responsibilities: The Advisory Chair shall serve in an advisory position to the Board of Directors and Executive Committee.

b. The Advisory Chair will receive all communications from the Board of Directors and Executive Committee as a non-voting member.

2. In the event of a vacancy in the Chair AND the Vice-Chair, the Advisory Chair will serve as General Chair through the next annual Convention.

All following numbers increase by 1.

There will be an Operating Procedure written to include more details in how the Former Chair will be appointed and rotated.

Rationale:

The current By-Laws has a simple succession plan in case of an emergency. But with the times like they are, we do need to think more aggressively. If we had a Chair that couldn’t serve their term, it goes to the Vice-Chair. But what would happen to the corporation if the Vice-Chair could not fill that term.

And with the numbers of new members to Board of Directors without experience (they do provide a great insight for new ideas), we do not have that voice of experience.

The primary role of the Advisory Chair is to advise the Board of Directors and Executive Committee by providing background information and context for issues that they are working through.

Regarding why the term go from March 1 to February 29, this would allow the Advisory to overlap between 2 administrations. The Advisory Chair would start their term in March; they would be able to gain valuable insight into what work is being completed leading up to convention and what work will be passed on to the next Board. This will allow them to serve as a link between the Boards and the ECs. This is especially helpful when the current General Chairman is leaving the Board at Convention, such as what happened in 2024. When the new Board met on Wednesday after the final General Assembly, there wasn’t a strong link between the ECs to be able to help provide context for continuing work.

This could become even more of an issue with 3 member units leaving each year and only 4 member units as part of the EC. Potentially, all EC members of a current Board could either leave the Board or not run for EC in one year. This would leave a new EC without any valuable context on continuing issues. The Advisory Chair would fill this role and help the new EC/Chairman feel supported as they address the business of Roundalab.