IOA Board Yields to Members' Concerns with Updated Bylaws Proposal

In response to members' concerns, the International Ombudsman Association's Board of Directors announced a new process to amend the IOA Bylaws & Articles of Incorporation. At a special meeting in June, an omnibus package of updates to the bylaws failed to come to a vote in the face of procedural objections from the floor. At follow-up townhalls, members also took issue with the Board's omnibus proposal for changes to multiple bylaws. Since then, the IOA has held multiple meetings to understand the concerns and fashion a response. An email from the entire IOA Board late last week outlined a process to provide more discussion of the changes in advance of another special meeting and then  allow separate votes on individual proposals.

The email detailed the new process (links to members-only materials omitted):

1. Summary of Events & Updates on Our Progress

15 July Member Meeting & 12 August Member Dialogues

The IOA Special Member Meeting held on 15 July revealed the need to create additional opportunities for you, our members, to share your views related to the Board’s previously proposed changes to the Bylaws and Articles. As a result, we created two Member Dialogues to provide space for you to share your views, engage in open discussion with colleagues, and provide input to inform next steps. These meetings offered a space to talk about what was most important to you and ensure transparency in our member communications. We intentionally structured the Member Dialogues to devote most of the 90 minutes of meeting time to small group discussions held in breakout rooms facilitated by IOA Board members. More than 200 members participated in the two Member Dialogues and shared their views. These discussions were very valuable and we are grateful to have received the feedback.

26 August Board Meeting

The IOA Board convened a Special Board Meeting on 26 August to review the member feedback from the Dialogues. During that meeting, the Board committed to striving for more openness and transparency in our communications with members. In keeping with that decision, on 8 September, we posted a summary of the member feedback organized under three headings: (1) requirements for Board eligibility, (2) ways to improve the Board’s processes, and (3) other matters.

Based on the member feedback, the Board decided to make further revisions to the Bylaws. Many members also expressed a strong desire to vote on the Bylaws amendments separately (in an unbundled manner). Therefore the Board has decided to offer members the opportunity to vote on sections of the Articles and Bylaws, rather than voting on the documents in their entirety. In addition—guided by member feedback and our overall goal to improve the diversity, equity, inclusion, and belonging among the association—the Board chose to again revise Board eligibility requirements. In short, we maintain the importance of extending eligibility for Board service to more of the membership while also encouraging nominations from members who have caliber and experience from a range of perspectives.

Also during this August meeting, the Board made the decision to engage a parliamentarian to assist us at the next Special Member Meeting. The parliamentarian will help in planning for and facilitating a smooth and effective meeting, one which is structured in a way that ensures we have time to complete the vote on the Bylaws and Articles in an unbundled, multiple-vote manner.

Between the August & September Board Meetings

In the interim, IOA leadership identified a parliamentarian and expert in Roberts Rules of Order who, together with IOA’s legal counsel and staff, advised on the need for ample time to conduct multiple votes and recommended a plan to meet with members in two different formats to meet our goals to provide sufficient time both to engage members in open discussion on the proposals and also conduct a member meeting to vote on the proposed amendments. Those recommendations then became the basis for the Board’s actions at the 23 September Board Meeting.

23 September Board Meeting

Last week, the Board met and voted unanimously to approve eleven new IOA Resolutions which outline the proposed revisions to the Bylaws and Articles as well as a process for putting them forth to members for voting.

The first seven of the Board-approved resolutions establish the outline for member voting on seven separate portions of the Bylaws and Articles. In the eighth resolution, the Board resolved to distribute the revised Bylaws and Articles to voting members with notice of at least ten days prior to virtual member town hall meetings to discuss and consider the proposals. In the ninth resolution, the Board resolved that revised Bylaws and Articles shall be submitted to a vote of the members at a separate virtual Special Member Meeting called for that sole purpose and allow for proxy votes in advance of that meeting. In the tenth resolution, the Board resolved to authorize the association to engage Matthew Schafer to serve as parliamentarian for the Special Member Meeting. In the eleventh resolution, the Board resolved to adopt procedures to apply only to the upcoming virtual Special Member Meeting called for the purpose of voting on proposed amendments to the Articles and Bylaws.

Please note that the Board was advised and agreed that it was not feasible to further break out elements of the proposed changes to Article IV, dealing with Board eligibility, because of the interwoven nature of the provisions of that article. Accordingly, for Article IV and all the other proposed changes, the voting will be structured so that if a proposed change does not pass, the current provisions of the Bylaws will continue to remain in effect.

2. Our Plans & Next Steps

The Board will be holding two Town Hall Meetings for IOA members on Tuesday 26 October at 8:00 – 9:30 AM PT and 4:00 – 5:30 PM PT.

Please register to participate in one of these two Town Halls to hear more about the latest revisions to the Bylaws and Articles, ask questions, share your views, hear other member perspectives, and learn more about the voting process and meeting structure for the subsequent Special Member Meeting.

On the advice of our legal counsel and parliamentarian, the Board has concluded that there would not be enough time to have a discussion of the proposed changes as well as conduct votes on each resolution during a single meeting of reasonable duration. For that reason, the two Town Hall Meetings are very important. They will be the only opportunity for members to have a live discussion about the proposals before the Special Meeting when the final vote will be held. Please make every effort to attend one of the two Town Hall meetings to express your views and hear from others.

Furthermore, an online voting process will be launched immediately following the Town Hall meetings to offer members the opportunity to vote by proxy in advance of the Special Member Meeting in case they cannot attend the meeting live.

Please watch your email for notices of the Special Member Meeting, which is set to be scheduled in mid-November. Again, the Special Member Meeting will be conducted after the Town Hall Meetings in accordance with the Board-approved rules for that meeting and as fully described under the eleventh resolution. When the time comes, please vote online or register to attend the Special Member Meeting and submit your vote. Again, as votes will be taken on seven separate resolutions, the voting process will consume the entire meeting, so there will not be time for discussion at this meeting.  As previously stated, the time for discussion on the Articles and Bylaws amendments is during the Town Hall Meetings.

If you are in favor of a proposed change, we urge you to vote for it. If you aren’t in favor of it, we urge you to vote against it. You matter. Your vote matters. We are counting on you to help us shape the governance structure for our association.

[* * *]

We, your Board of Directors, extend our heartfelt appreciation for your commitment to this organization and for your continued effort to assist us in making needed structural and governance changes. We stand fully united in support of our proposals and encourage you to review these materials, participate in one of the upcoming Town Halls, register to attend the Special Member Meeting to register your votes live, or if you can’t attend that meeting, submit your vote online via proxy.

Thank you!

The IOA Board of Directors:

Melanie Jagneaux (President), Steve Prevaux (Vice President), Lee Twyman (Treasurer), Willem Kweens (Assistant Treasurer), Ronnie Thomson (Secretary), Marcia Martinez-Helfman (Immediate Past President), Roy Baroff (Board Member), David Carver (Board Member), Sue Diviney (Board Member), Hector Escalante (Board Member) Sarah Klaper (Board Member), Marcia Gee Riley (Board Member), Jessica Kuchta-Miller (Board Member), Bruce MacAllister (Board Member), Sana Manjeshwar (Board Member) and Reese Ramos (Board Member)

Related posts: IOA Members Vote to Change Bylaws; Election for 2021 IOA Board: 5 Nominees for 6 Seats; IOA Postpones Board Election to Conduct Independent Review of Diversity and Equity Concerns; IOA Asks Members to Approve Omnibus Revision of Bylaws; Proposed Revision of IOA Bylaws Fails to Come to a Vote; Proposed Revision of IOA Bylaws Fails to Come to a Vote.