STLHE Board Meeting – May 13, 2016

Executive Summary

Approved: June 23, 2016

The Board was unable to complete the agenda proposed for its May 13th meeting and the meeting was suspended and continued on May 24th. The May 13th meeting included initial discussions on the first draft of the by-laws, approval of the Request for proposals for the revitalization of the STLHE web sites and domain, preparation of the Notice of Annual General Meeting, the MOU with University Affairs, and additional matters concerning Awards at the upcoming Conference in London.

The law firm Gowling WLG, Ottawa has been retained to complete our compliance with Industry Canada and to prepare by-laws required for compliance. Gowling has incorporated unique aspects of our 2015 by-laws into their standard by-laws for Not-for-profit Corporations and the Board discussed the first draft of the by-laws. In these discussions concerns were raised about the removal of Affiliated Groups and their inclusion as a type of Committee. The Board felt that the formal nature, significant contribution, and structure of Constituencies within the Affiliated groups was not adequately recognized when they are described as a committee in the proposed by-laws. Another issue was the election of officers. Under normal board structure the Directors and not the members elect Officers and this is not how the Society works – Gowling was asked to find a way to allow for the election of Officers by the members. The by-laws reaffirm our two different classes of members and differentiate between them with Individual members having voting rights and Institutional members not having the right to vote. Individual types of members are defined by discounts in their membership dues but still have the same rights and privileges with a membership class. The new by-laws include a change in the vote by the President of the Board who now has a vote but does not cast a second ballot to break a tie. With the exception of these items the remainder of the by-laws were acceptable to the Board and discussion continued at the May 24th meeting.

We received three proposals in response to a Request for proposals for the revitalize the STLHE website and the domain. The working group evaluated the three proposals and recommended ABORG. The other two companies were twice as expensive as ABORG and ignored the request for augmenting our site, not building a new one. ABORG has worked on the repairs of the web site and is already familiar with our requirements. The Board approved the expenditure of $12,000 for the revitalization project and $2,000 for the repair of the February hack of the STLHE/3M Council website.

The Board approved the Notice of Annual General Meeting and Agenda to be circulated to members, and an MOU to renew our partnership with University Affairs. There will be no awards booklet at the upcoming Annual Conference. This is because the awards will not be presented at a single ceremony but at different sessions during the conference. There will need to be more discussion on the nature of awards presentations and booklet in the future.