Amendments to the MAFP Bylaws

Outcome: Adopted

Submitted by: MAFP Board of Directors

Desired actions:

• As outlined in testimony below

WHEREAS bylaws define the governance of an organization;

WHEREAS the current Bylaws of the MAFP defines the approval of amendments to the Articles or Bylaws of the MAFP as a responsibility of the House of Delegates;

WHEREAS the MAFP Board of Directors carries the legal and fiscal liability for the MAFP;

WHEREAS aligning the legal responsibilities of an organization with the Board of Directors is a best practice reflected in state law and organizational insurance coverages;

BE IT RESOLVED that the Bylaws of the MAFP be amended to make approval of amendments to the Articles or Bylaws of the MAFP a responsibility of the MAFP Board of Directors; specifically, to amend Article V – Delegates, Section 1. Voting Rights by striking “c. Amendments to the Articles or Bylaws” and amend Article XII – Amendments to replace “delegates” and “House of Delegates” with “Board of Directors”.

References and Supporting Information

Proposed amendments to the MAFP Bylaws

Testimony

We’re introducing this change to allow the Board of Directors the opportunity to continue to update, modernize, and streamline the MAFP Bylaws to meet the changing needs of our members and fiscal, legal, and operational landscapes.

Bylaws are documents that define the governance of an organization and ensure its accountability, transparency and effectiveness. The MAFP Board of Directors carries the legal liability for the MAFP—not the House of Delegates, which is a representative body of members. The proposed amendment aligns the legal responsibilities of the MAFP with the Board of Directors, rather than the House of Delegates, as a best practice reflected in state law and organizational insurance coverage.

The proposed amendment has been thoughtfully processed over several years by the elected leaders of the organization, the MAFP attorney, staff and governance consultants, and was developed with good intent to streamline and modernize the governance structure of the MAFP.

If the resolution is adopted, the MAFP will be able to respond to changing legal and operational landscapes more quickly over multiple Board meetings per year (rather than waiting for one meeting per year). The Board of Directors will leverage knowledge, experience and external expertise in the legal and operational aspects of the MAFP and the nonprofit sector when considering changes to the Bylaws.

If the resolution is NOT adopted, the MAFP will need to rely on a single meeting per year to implement changes to the Bylaws in response to changing legal or operational landscapes.

Comments in support (6):

Keith Stelter – Yes.

Andrew Slattengren – This resolution will allow the MAFP Board to more quickly respond to changes.

Eric Poulin – Thanks for your thoughtful work on this matter.

Sola Adegoke Adegoke – Improving the decision-making process of the MAFP.

Roli Dwivedi – Important decision will move quickly.

Emily Onello – While I recognize the procedural and legal need to revise the current protocol for ByLaw revisions, I do appreciate the comments made by those who oppose this amendment. Assuming this amendment is adopted, it will be important to outline clearly how the Board members will ensure that changes made to the ByLaws are in line with interests of members, and not just the organization itself. How will proposed ByLaw revisions be communicated to members? And will there be an open “Comment Period” for members before the Board of Directors enacts a ByLaw language change? And is there an avenue for “appeal” outlined for MAFP members who have significant concerns about the ByLaw change?

Comments against (4):

Chris Reif – The Board is ?14 people. The HOD is ?75 people. Membership is 1,794 active members. If this change happens, how will the membership have input into the bylaw changes?

Jeff Taber – Too few persons making “bylaws” changes. Bylaws which affect “The control and direction of this organization”…. How are the active MAFP members to effectively have a say in the amending of the bylaws that affect their organization? Must be a better way, yes?

Robert Koshnick – I saw how the members of the Minnesota Medical Association were disenfranchised when they did away with the House of Delegates. There really are not earth-shaking changes that cannot be handled on a case-by-case basis. This would effectively eliminate the need for a House of Delegates as it did with the MMA. Decisions would be made de facto by the staff who then have the time and ability to decide policy. Professional organization policies should be decided by the professions they represent, not the administrative staff.

Kim Krohn – I have concerns about losing the input of the wider membership. This could result in the bylaws being amended multiple times by a small group of people who are selected by a small group of people. I appreciate the research that has gone into this, but do not agree.