MLS Bylaws Revision 2008
The MLS Board has reviewed the MLS Bylaws. The current bylaws were developed at the time of the SLS/CLS merger in 2004, and have not been reviewed since.
Final ratification of these bylaws requires an in-person vote of the membership, which was held at the MLS Annual Meeting on October 8, 2008. Our current bylaws call for this in-person vote to be held at the Annual Meeting or at a special meeting called for this purpose. MLS decided to hold the vote at the Annual Meeting in order to respect members' time as well as reach the largest number of members.
For your information, we have included the bylaws revision timeline and a brief description of some substantive membership changes. Please refer to the draft bylaws document for the specific wording changes.
|July 21st MLS Board Meeting
||MLS Board discussed proposed changes, requested member input
|July 29 – September 5
||Membership submitted written comments
|September 15th MLS Board Meeting
||MLS Board discussed member comments and voted
|October 8th Annual Meeting
|| Members voted unanimously to ratify the revised Bylaws
Substantive changes in the proposed bylaws
- Article III, Section 4 Meetings of the membership
- The former bylaws did not contain a provision for a quorum at the Annual Meeting of the System. Since the Full members do vote on bylaw amendments (as in Article VIII), it is necessary to establish a quorum for such meetings at which voting may occur. The proposed version contains this provision and it merely defines what a legitimate meeting is without changing the voting proportion necessary to take action.
- Article IV, Section 8 Powers and Duties of the Board of Directors
- The former bylaws correctly establish the responsibility of the Board of Directors to conduct an annual evaluation of the performance of the Executive Director, but they also include a specific process requiring the Board to solicit input from the Advisory Council. The proposed bylaws omit this point of process because it is the responsibility of the Board to establish the evaluation process, which may well be different in different years. This change does not represent a change in actual practice.
- Article IV, Section 9 Meetings of the Board of Directors
- A new Illinois Open Meetings Act is now in place which permits attendance at meetings by electronic means for certain specific reasons, but does not allow such attendees to be included in the official quorum. The proposed change is to bring MLS bylaws in alignment with the Open Meetings Act.
- Article IV, Section 10 Economic Interests of System Board Members
- MLS Board members do not receive compensation for serving on the Board, but they have received reimbursement for out-of-pocket expenses in attending scheduled meetings (train fare, mileage, parking, tolls). The proposed change is to clarify present policy.
- Article V, Section 5 Administration and Advisory Councils
- Given the change in the number and composition of MLS Advisory Councils, the Board felt it was important to clarify their roles without limiting their scope or composition. Except for the SWAN Council, Advisory Councils are not policy making bodies.
In addition to the substantive changes listed above, other changes were made that include the removal of non-applicable items, grammatical improvements, and document formatting. All changes appear in the draft document; items redlined were deleted, and additions are indicated by red text.
Please contact Alice Calabrese-Berry at email@example.com or 630.734.5146 with any questions regarding this process.