IOA Asks Members to Approve Omnibus Revision of Bylaws

Earlier this year an International Ombudsman Association task force on diversity, equity, inclusion, and belonging raised concerns about the process for selecting board members. The IOA Board quickly postponed the pending board election and commissioned an independent review, which recommended changes to the nominations process and board eligibility to encourage a more diverse pool of candidates.

The IOA board is now asking its members to approve bylaws changes that incorporate these revisions to the board election process along with a collection of other governance changes. Several of these proposals will undo changes to the bylaws that IOA members approved just five years ago.

Here is the full Introduction from the IOA Board:

The IOA Board of Directors is calling on all voting members to cast their vote on a set of proposed amendments to the IOA Bylaws and Articles of Incorporation. These amendments involve a number of changes that incorporate recommendations from the Independent Election Review Report which was recently shared with IOA members, as well as governance changes, brought about by the 2021-2024 Strategic Direction and additional recommendations from IOA’s outside general counsel, staff, and the Nominations & Governance Committee.

The findings from the recent Election Review Report have helped shape proposed reforms to IOA's Bylaws, including changes to the Board election process so that they will be more transparent and fair. Some of these changes are designed to remove barriers to having a more diverse pool of candidates who may seek, qualify for, and earn a nomination and/or an election to the IOA Board of Directors.

Additional proposed revisions to IOA's Bylaws and Articles of Incorporation include the separation of nominating and governance functions into separate committees, a higher voting majority threshold for the Board on motions to alter IOA's Standards of Practice and Code of Ethics, and the creation of a new succession process for IOA Officers in order to provide leadership continuity. Further changes include finalizing IOA's name change to International Ombuds Association and making updates to bring the Bylaws and Articles of Incorporation in line with association best practices. The Board regards these proposed amendments as important improvements and is hopeful they are approved by IOA members. If the changes are approved, we also anticipate the launch of a new nomination and election process for the 2021-2024 Board of Directors to follow, this summer.

There are several broad categories of proposed changes. Some bring IOA into line with best practices for professional associations and some are unique to IOA and its recent concerns:

Gender-Specific Terminology

• Throughout document: Changed “he/she” to “they”; and "Ombudsman" changed to "Ombuds"; and
• Article I: Name changed from "International Ombudsman Association" to "International Ombuds Association."

Association Best Practices / Legal Requirements

• Article II: Removed statement of full association mission (which is already in the Articles of Incorporation);
• Article IV, Section G: Clarifies that Directors do not receive compensation for their service on the Board;
• Article VI, Section A: Clarifies requirements for meeting notice to match those permitted by the Virginia Nonstock Corporation Act;
• Article VI, Section C: Reduces the quorum at meetings of the association to 10% (current quorum requirement of 25% is very high in comparison to other associations and increasingly difficult for IOA);
• Article VII, Section A: Requires that IOA have a Nominating Committee, Governance Committee, and an Audit Committee (three standing committees that are common in associations and will separate IOA's Nominating and Governance functions into two committees, and an Audit Committee will act independently of the Finance Committee);
• Article X: Clarifies language regarding the refusal of gifts to the association that may create a conflict of interest or otherwise not in the best interest of the Association; Clarifies language stating that Members may inspect the books and records of the Association; and
• Article XIII: New article indemnifies Directors, Officers, Agents, and Staff.

Membership Rights

• Article III: Clarifies language regarding the definition of and eligibility of each member type; and
• Article XII: Allows for future Bylaws revisions to be adopted by a majority vote of members by electronic voting, in addition to at a meeting, provided that the substance of proposed amendments be communicated to members sufficiently in advance of the vote.

Board Roles and Duties

• Article IV, Section A: Sets the Board size at 15 members (Board will no longer approve Board size each year and a fixed number of seats will be available for turnover during each election);
• Article V, Sections A – D: Replaces the Vice President role with President-Elect and creates a leadership succession of President-Elect, who goes on to serve as President, and then Immediate Past President; Limits President-Elect, President, and Immediate Past President to no more than one year in each office, and no person may be elected as President-Elect after the first year of their second consecutive three-year term as a Director so that their Board term is not extended beyond six years; Assistant Treasurer role is eliminated as a requirement, although the Board may decide to continue to have an Assistant Treasurer; Also that the Immediate Past President will chair the Nominating Committee;
• Article V, Section D: A vacancy in the office of the President shall be filled by the President-Elect; Other Officer vacancies shall be filled by a current Director, so that a new open nominations and elections process is not necessary before filling an Officer vacancy; and
• Article VI, Section A: Adds a requirement for changes to the Code of Ethics or Standards of Practice may only be made by a supermajority (two-thirds) vote of the Board.

Board Eligibility and Elections

• Article IV, Section B: Eligibility criteria for Board service changed to simply require two years of IOA membership immediately preceding nomination; Directors may serve up to two consecutive three-year terms;
• Article IV, Section C: Adds a provision that allows for up to two Board seats to be filled by members who have not practiced as organizational Ombuds;
• Article VI, Section D: Adds a provision that a minimum of two directors on the Board must be CO-OP® certified or Candidates for CO-OP®;
• Article VI, Section E: Removes requirement for Directors to disclose and potentially resign from the Board if they no longer practice in full compliance with the Code of Ethics and Standards of Practice (conforms with the revision to IV.B.);
• Article IV, Section H: Updates language to reflect changes to Board eligibility and officer positions;
• Article VI, Section C: Clarifies that a quorum at Board of Directors meetings shall be a majority of Directors (i.e. at least eight Directors including one Officer need to be present to conduct business);
• Article VIII: Revises the nominations process so that the Nominating Committee shall submit a brief statement to the Board identifying all eligible candidates, as well as the basis for the Committee’s determination for eligibility or non-eligibility; Disallows self-nominations; Creates a provision for candidates deemed ineligible by the Nominating Committee to appeal the decision; Requires the list of all eligible candidates be shared with members; Requires all candidates shall submit a written attestation of commitment to support and advance the IOA mission and its Standard of Practice and Code of Ethics; and
• Article VIII, Section B: Clarifies that candidate(s) receiving the greatest number of votes for the positions to be filled in an election shall be considered elected, provided, however, that, there shall be a runoff election among successful candidates in the event of a tie for the seats available; Elected Directors shall be announced to the membership.

Membership Meetings

• Article VI, Section B: Clarifies who may call for a Special Meeting, that meetings may be conducted virtually through remote communications technology to the extent permitted by the Act, and how notice of meetings may be given; and
• Article VI, Section C: Reduces the quorum at meetings of the association to 10%; Revises the provision for actions to be taken by members of the association without a meeting; Allows actions may be taken by electronic vote.

IOA members must vote either for or against the entire package of changes by July 15, 2021. (IOA Independent Voice.)

Related posts: IOA Members Vote to Change Bylaws; IOA Voting for 2020 Board to be Strictly Pro Forma; IOA Calls for Fairness and Justice; IOA Seeks Nominations for 2021 Board of Directors; IOA Board Shares Three-Year Strategic Plan; 2020 Year in Review: Courage and Crises; Election for 2021 IOA Board: 5 Nominees for 6 Seats; IOA Postpones Board Election to Conduct Independent Review of Diversity and Equity Concerns.