Proposed Changes to ISME’s Bylaws

To be presented at the December 10, 2022 Annual General Meeting. To view the current bylaws click here. These bylaws were adopted in 2011 and since then there have been significant developments in the size and geographical distribution of our membership as well as the scope of our activities. The executive secretary proposes the following changes to the Society’s bylaws with a view both to accurately describing our current practices and serving our future goals.

Proposed Change 1: Replace quorum requirement for annual general meeting with notification requirement

Remove from VI.1.b. the line “At least 10% of ISME’s general membership must attend for a quorum.”

Add VI.1.c.: “The time and date of the meeting shall be announced to all Members at least 30 days in advance.”

Explanation of proposed change: ISME’s membership has been expanding steadily and is also becoming ever more geographically diverse. Additionally, because we do not – and do not intend to – make the payment of dues a requirement for membership, the barrier for joining the Society is extremely low and we have no mechanism for removing members who are inactive. We are thus reaching a point at which there is a real danger that we may not meet the quorum requirement for our annual general meetings. Replacing the quorum requirement is a mechanism for making sure that Members have a reasonable opportunity to participate in our meetings while avoiding the danger of a situation in which we will be unable to have an effective meeting because the 10% attendance requirement is not met.

Proposed Change 2: Simplify rules concerning interim meetings

Remove lines VI.2.a-d. (VI.2.e becomes VI.2.a.)

Add as VI.2.b.: “The time and date of the meeting shall be announced to all Members at least 30 days in advance.”

Explanation of proposed change: The rationale for removing the quorum requirement is the same as for the proposed change above. The other requirements have been obviated by the general availability of the technology to meet remotely through Zoom and similar applications.

Proposed Change 3: Simplify meeting rules for Central and Steering Committees

Remove lines VI.3.a-b. Add the line “Over 50% of the Committee Members must be present to have a quorum.”

Explanation of proposed change: The examples of acceptable forms of communication are unnecessary. Since the role of the Steering Committee is advisory, the provisions in VI.3.b. are redundant.

Proposed Change 4: Remove the notice of meeting requirement for Central Committee Meetings

Remove line VI.4.

Explanation for proposed change: This line stipulates 10 days notice for meetings of the Central Committee, but 48 hours notice for special meetings. However since nowhere in the bylaws are special meetings defined the longer 10 day notification requirement is redundant and the 48-hour requirement is extremely unlikely to serve a purpose that is not already better served by the 50% attendance quorum requirement for Central Committee meetings. Providing ample notification of Central Committee meetings is a good practice, but the risks involved in mandating a particular amount of notice required for a valid meeting in our bylaws outweigh any possible benefits.

Proposed Change 5: Clarification of membership structure

Remove from III.3 the line “A Membership shall automatically terminate if a Member does not pay the annual dues.”

Replace III.5 (including all subsections) with the line “Dues: The Central Committee shall determine what dues, if any, are a requirement for membership as well as what conditions, if any, may exempt Members from this requirement.”

Explanation for proposed changes: While ISME is dependent on donations to cover our (modest) operating costs, the Society has never made the payment of annual dues a requirement for membership or made practical distinctions between different categories of members in the way that III.5.c implies. The proposed change will make our bylaws consistent with our actual practice while still allowing us to adopt a policy whereby dues are a requirement for membership in the future in the (hopefully unlikely) event that this should be deemed necessary.

Proposed Change 6: Simplification of Steering Committee description

Remove from IV.2.a the line “…and may be called upon either as a group or individually to respond to and discuss business via e-mail, telephone, or in person as deemed necessary.”

Remove from IV.2.b the line “The Steering Committee may be comprised of the Book Series Editor, the Newsletter Editor(s), the Yearbook Editor(s), the Webpage Designer, and other Members as deemed necessary by the Central Committee.”

Explanation for proposed changes: The Steering Committee has functioned and will continue to function as a general advisory body. The stipulation that members of the Steering Committee may be called upon individually is redundant. ISME has never appointed a Book Series Editor, a Newsletter Editor, or a Yearbook Editor, and while it does have a Webpage Designer there is no good reason to make it a constitutional requirement that someone appointed to one of these roles will automatically be appointed to the Steering Committee. In cases where there are good reasons why someone appointed to one or more of these roles should serve on the Steering Committee, the proposed change will impose no restriction on their doing so.

Proposed Change 7: Past and future conference secretaries shall no longer automatically be ex officio members of the Central Committee

Remove from IV.1.c. the line “… both the Conference Secretaries for the immediately preceding year and current year…”

Explanation for proposed change: When ISME’s bylaws were adopted and for much of the Society’s subsequent history our annual conference was our sole regular activity and so the impulse to automatically include the conference secretaries in the Central Committee made a lot of sense. However, making the conference secretaries ex officio members of the Central Committee has at times led to their being included in committee discussions about matters unrelated to the Society’s annual conferences.

Additional note: These changes are being proposed for adoption immediately after our annual general meeting in December 2022. However, the conference secretaries for our 2023 and 2024 annual conferences may still be invited to join the Central Committee in an ex officio capacity, in which case those who have already agreed to serve as conference secretaries for future annual conference will not be denied the opportunity to serve on the Central Committee in an ex officio capacity, though they will be freed from the obligation to do so.

Proposed Change 8: Change the start and end times of the terms served by elected committee members

Change references to terms for elected officers ending on September 30th and starting on October 1st of the years in which they are elected. Replace with references that terms begin and end at the time of the Society’s annual general meeting in the relevant year.

Explanation for proposed change: Especially now that we anticipate holding our annual general meetings via Zoom (or similar), to designate a start and end time for terms served by elected officers that does not coincide with the annual general meeting is arbitrary and impractical.