Comment: How to amend ACS governing documents

Governing documents set out the purpose of an organization and contain rules and regulations on how it should be managed. The ACS governing documents comprise the charter, constitution, bylaws, standing rules, schedule of members, and regulations.

The standing rules document is one of the more recent additions. It was developed from the constitution and bylaws and was adopted on Nov. 1, 2019. The purpose of the standing rules is to improve the efficiency of the American Chemical Society governance structure by increasing the ways that amendments can be submitted and reducing the time for changes to the governing documents to become effective.

Before the creation of the standing rules, the only process in place to amend the ACS Constitution or Bylaws was described in article XIII of the constitution and bylaw X. Under those rules, at least 10 voting councilors or 25 members must submit a written petition to the ACS CEO at least 16 weeks before the next council meeting. At that meeting, the proposed amendments would be presented to the council for consideration.

The next step is a review by the Committee on Constitution and Bylaws (C&B), in which changes can be made to ensure consistency with other governing documents before presentation for action at the following council meeting. Amendments to the ACS Constitution must be approved by the council and ratified by ACS membership. Amendments to the ACS Bylaws must be approved by the council and confirmed by the board of directors. Under this process, proposed amendments to the constitution or bylaws typically take a year to implement.

The process of amending the standing rules is provided in bylaw XI. A major difference from amending the constitution and bylaws is that while 10 voting councilors or 25 members may still submit petitions, any society committee may also submit proposed amendments to the standing rules. Since implementation of the standing rules, most submitted petitions have come from the committee responsible for the function, or a function committee. Not all committees are function committees—only those listed as such in the standing rules. The petition is then sent to C&B for review. Upon the completion of C&B’s review, which ensures compliance of the petition with the governing documents, and the function committee’s acceptance of any recommended changes, the petition is ready for action at the next council meeting.

Unlike proposed changes to the constitution and bylaws, there is no legislated timeline for council action and a vote on petitions to amend the standing rules. But this does not mean that a vote on the amendment will occur at the next council meeting once the petition is submitted.

Proposals not originating with the function committee must be submitted to the function committee at least 5 weeks before that committee’s next official meeting. The time required for review by the function committee and C&B depends on the complexity of the amendment. Currently, C&B’s review, which includes communication with the petitioners, takes an average of 4 weeks for simple amendments. Petitions that contain significant changes add time to the review because of the need for ongoing discussions between the petitioners, function committee, and C&B before finalizing the petition. These reviews could extend beyond the next scheduled meeting of the council. Factors affecting the level of complexity include major additions and deletions to multiple sections of the standing rules and relocation of significant amounts of text within the standing rules. Furthermore, if the review determines that related changes are also required to the constitution or bylaws, the vote may be delayed to match the date to vote on the adoption of amendments to those documents.

Another deadline to be mindful of is the council agenda. It is typically posted 6 weeks before the council meeting. Since all items up for council action must be on the council agenda, those items should be submitted to secretary@acs.org at least 8 weeks before the council meeting. The petition review process and other time-limiting factors may mean that a petition to amend the standing rules that is sent to C&B 8–10 weeks before the next council meeting may not be finalized before the council agenda is published. To date, this has not happened, but that doesn’t mean that it won’t happen in the future.

Because of these considerations, C&B highly recommends that those with a crucial need to amend the standing rules submit their written petition to the function committee well in advance of the 8-to-10-week period before the next council meeting.

The mechanisms for amending the standing rules were adopted to allow for a quicker path for changes to be made to a subset of the ACS governing documents without sacrificing the thorough review process required for the governing documents in their entirety. Ultimately, these changes should allow ACS to be more flexible to our needs—and better serve our members.

Views expressed are those of the author and not necessarily those of C&EN or ACS.