Explanation of Proposed Bylaw Amendments — Why Redline Version is Not Possible

Due to challenges created by the pandemic, GFOA’s Executive Board explored amending GFOA’s bylaws to provide for virtual meetings and voting procedures if unable to meet in person. This was initially narrow in scope and focused on being able to adapt during the pandemic. After a more thorough review, and after consulting with an attorney specializing in association law, the Board decided the better course would be to take a more holistic approach to ensure that GFOA’s bylaws are up to date, reflect association governance best practices, and fully comply with Illinois non-profit statutes.   

The holistic review included reordering sections and clarifying language so that the bylaws are not only modernized, they also are more easily understood. The proposed new bylaws include a couple new provisions that were missing from GFOA’s current bylaws, remove a few provisions best addressed through policies, and revise a few provisions to make GFOA’s governance structure more modern.   While there is significant change to the format and language, they will result in little change to how the Executive Board operates or the members’ experience.

Because this was a complete rewrite, it is not possible to provide a redline version. However, the following highlights provide specific examples of changes:

The key new additions include, for example:

  • A section on registered office and agenda;
  • Essential rules that govern all 501(c)(3) organizations;
  • Provisions governing membership meetings (including, for example, the quorum requirement, the ability to vote electronically or by mail, and notice requirements);
  • Position descriptions for each officer position;
  • Provisions governing the process for creating and operating the Executive Board’s ad-hoc committees, and GFOA’s standing committee;
  • Commitment to Diversity, Equity, and Inclusion.

Examples of provisions removed because they are outdated or best addressed as policies:

  • GFOA’s “objectives” as its legal purposes;
  • Reference to having an official “seal;”
  • Manner in which member resignations and reinstatements are handled;
  • The automatic requirement to follow Robert’s Rules of Order.

Examples of where existing provisions have been revised include:

  • Clarifying who can serve on committees;
  • Modernizing the elections process;
  • Improving the process for amending the bylaws.