Constitutional Reform:
New Proposals for the October Members Meeting

On September 4, The Board of Control approved the posting of the following   proposed Amendments to The League’s by-laws. There will be a Town Hall discussion of these proposals on Tuesday, September 21 at 6:00pm on Zoom. Information will be mailed to active Members.  Members will vote on these proposals at the October 6, Business Meeting of League Members to be held on Zoom. The proposals had been drafted by The League’s Constitutional Reform Committee (CRC).

1. Proposed Amendments of the By-Laws: Committees

Set forth below is a draft proposal to amend League’s By-Laws Concerning Committees. The proposal calls for a new By-Law to address necessary committees such as Audit. The CRC believes that By-Law XVI, which concerns an Entertainment Committee, has independent value; it represents some of the communal and fraternal history of the Art Students League. For this reason, the CRC recommends leaving By-Law XVI as a standalone By-Law though slightly amended as set forth below.

Draft Amendment – New By-Law

BY-LAW [#TDB]

COMMITTEES

The Board of Control shall form the following committees annually at the first meeting of the Board of Control following the Annual Meeting: Audit, Finance, and any committee called for under the League’s Constitution and By-Laws. The Board of Control may authorize the formation of committees concerned with collections, development, facilities, governance, membership, planning, programs, and other aspects of the League as the Board of Control may determine are appropriate. The Board of Control may determine the names of such committees and whether the members of such committees must be members of the Board of Control. To the extent permitted by law and by these By-Laws, the Board of Control may delegate powers and duties to such committees. The President and Vice Presidents serve as ex officio members of all committees. The President shall appoint the chair and members of each committee, subject to the approval the Board of Control, except that the Treasurer shall serve as chair of the Finance Committee.

 Proposed Amendment to By-Law XVI

             Below is By-Law XVI “Entertainment.” The recommended edits are in blue, underlined are additions and crossed out are deletions.

An Entertainment Committee shall may be provided composed of the Committee on Entertainment from the Board of Control, one Member and a Chairperson elected by Fall Members’ Meeting appointed at the first Board of Control Meeting following the Annual Meeting, for a term of one year, and such Members and students as the Committee shall from time to time choose to serve temporarily; Tthat this committee shall may inaugurate a program of dances, tea dances, receptions, etc. It may suggest functions to the Exhibition Committee or other Committees or Board of Control, or it may be requested by the Board of Control or other Committees to give functions in connection with exhibitions, meetings, etc.

2. Proposed Amendments of the By-Laws: Non-Discrimination

Set forth below is a proposal to amend the League’s By-Laws concerning Non-Discrimination. The proposed amendment is for a new By-Law to replace Amendment 27. The amendment proposed is to the By-Laws as amended on April 21, 2021.

Draft Amendment

BY-LAW [#TBD]

NON-DISCRIMINATION

The League shall be governed and administered in a manner welcoming to all who are committed to the learning, teaching, and making of Art.

In all its dealings, neither the League nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, gender, age, ethnicity, national origin, marital status, sexual preference, disability, or any category protected by state or federal law.

3. Proposed Amendments of the By-Laws: Membership and Dues

 Set forth below are draft amendments of the League’s By-Laws concerning membership and dues.  To further the goal of making the ASL Constitution and By Laws more usable, this proposal collects all current language concerning membership in this one by law.   The proposed amendments clarify and update the By-Laws to align with the League’s current practices as well as incorporate the provisions that are currently covered in Amendments 20, 21, and 30. The amendments proposed are to the By-Laws as amended on April 21, 2021.

The following language replaces in entirety the current By-Law I, By-Law VIII, By-Law XVII, and Amendments 20, 21, and 30.

BY-LAW I

MEMBERSHIP

The mission and future of the League depends on the active participation of an informed membership.  The rights and responsibilities of the League’s Members include electing the Board of Control, making nominations for League membership and the Board of Control, receiving an annual report on the state of the League and its financial condition, and approving major decisions as set forth in the League’s Constitution and By-Laws.

To be eligible for membership, a person must be: (i) a student who has taken at least 210 hours of in-studio, instructor-led classes at the League, or (ii) an instructor who has taught in-studio at the League for one regular session or three summer sessions.

An eligible person shall be nominated for membership via the following process: (i) proposal by a sponsoring Member and two supporting Members, all in good standing, (ii) registration of the eligible person’s name and address in the Member Book together with signatures from the sponsoring and supporting Members, (iii) diligent inquiry by or on behalf of the Board of Control confirming eligibility, and (iv) recommendation of the Board of Control (in accordance with Article III of the League’s Constitution).

The names of nominees together with their respective cities of residence and the names of their sponsoring Members shall be posted on the League’s Bulletin Board for no less than thirty days before the meeting where the nominees are presented to the membership for a vote. Nominees are elected in accordance with Article III of the League’s Constitution.  Thereafter, the Secretary shall notify all persons newly elected to the membership so that they may accept membership by agreeing to the League’s policies, including the Student Code of Conduct, and complying with the requirements of Article III of the League Constitution. Persons newly elected to membership may not vote at the meeting where they were elected and may not exercise rights of membership until completing their obligations under Article III.

Members who are Active Members and “in good standing” have all the rights and privileges of membership as set forth in the League’s Constitution and By-Laws, including the right to vote on matters before the membership, to make nomination proposals, and to be counted as part of a quorum and for purposes of the minimum number of signatories for a petition. 

Members are Active Members as long as they have attended or voted at two meetings within the twelve months preceding any exercise of their rights of membership. Members who have not attended or voted at two meetings within that 12-month period are automatically deemed Inactive Members. The Board of Control may conduct a query of its Members from time to time by mail or other means to determine each Member’s desire to maintain active voting status. Any Member who does not respond affirmatively in writing to any such query within 60 days of the date of the query notice will be deemed to have elected to become, and shall thereupon become, an Inactive Member. Inactive Members in good standing have the same rights and privileges as Active Members except that they don’t have the right to vote, make nomination proposals, be counted for purposes of the minimum number of signatories for a petition, or receive ballots and member notices. Inactive Members shall be reinstated as Active Members either: (i) immediately upon showing up in attendance at any Annual, Business, or Special Meeting, at which they shall be entitled to exercise all rights as an Active Member, including to be counted as part of a quorum and to vote, or (ii) 30 days after submitting a written request for reinstatement to the Board of Control.

Members are “in good standing” when they are current on all membership dues, tuition, and fees and haven’t been suspended or expelled from membership by the Board of Control.  Members in arrears for more than 90 days are not in good standing and are not entitled to any privileges of membership until all unpaid dues, tuition and fees have been paid. Members in arrears or who have not renewed their membership for more than 15 months shall be dropped from the membership rolls.  Persons dropped from League membership rolls due to arrears or non-renewal may be reinstated as Members in good standing upon paying any arrears, applying to the Board of Control, and receiving Board of Control approval for reinstatement. Reinstated Members shall have the rights and privileges equal to those of newly elected Members except that the preceding years of active membership shall be included in the ten-year period required for Life Membership.

Members in good standing who have completed ten full years of membership after the year they were elected, and who have made eleven annual membership dues payments, shall become Life Members. Life Members have all the same rights, privileges, and obligations as Members except that they are exempt from paying membership dues.  

The membership may elect Honorary Members at the Annual Meeting by a four-fifths vote upon the unanimous nomination of the Board of Control, provided that the names of the candidates for honorary membership have been posted on the League’s Bulletin Board thirty days in advance of the Annual Meeting. Honorary Members are exempt from payment of membership dues. However, they must sign the League’s Constitution and By-Laws prior to exercising any honorary membership rights. Honorary Members in good standing shall have the right to receive the same benefits as may be offered to Members and shall have the right to attend and be heard at membership meetings, but shall not have the right to vote, to be counted for purposes of a quorum or the minimum number of signatories for a petition, or to serve on the Board of Control.

 BY-LAW VIII

DUES, TUITION AND FEES

The Board of Control shall establish annual dues for membership, tuition for classes, and such other fees as it deems appropriate. At its discretion, the Board of Control may relieve any person from the payment of tuition and fees (but not from the payment of membership dues) for a limited time.

AMENDMENT No. 20 — (Repealed ________ __, 2021)

 AMENDMENT No. 21 — (Repealed ________ __, 2021)

AMENDMENT No. 30 — (Repealed ________ __, 2021)

——-

The following changes were approved at the April 21, 2021 Meeting.

1. EXECUTIVE DIRECTOR, EMPLOYEES AND AGENTS
This new By-Law expressly recognizes that The League has a professional, full-time administration led by the Executive Director. Though this structure has been in place for 70 years or more, it has never been part of our By-Laws. The proposed new By-Law (not yet numbered) states in its entirety:

“In carrying out its responsibilities, the Board of Control may appoint an Executive Director (titled as such or as the Board of Control otherwise determines) to execute and advance the mission of the League, including to manage its operations and hire staff. Such Executive Director shall regularly report to the President and the Board of Control about all of the activities of the League within the scope of such Executive Director’s authority.

Additionally, the Board of Control may from time to time appoint such other employees and agents as it shall deem necessary to carry out the mission and management of the League.

Employees and agents of the League shall have such authority and perform such duties as the Board of Control may from time to time determine and shall hold office at the pleasure of the Board of Control. To the fullest extent allowed by law, the Board of Control may delegate to the Executive Director or any employee or agent any powers possessed by the Board of Control and may prescribe their respective title, terms of office, authorities, duties, and compensation. “

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2. BOARD PRESIDENT AND VICE PRESIDENTS
The proposed changes to By-Laws III: PRESIDENT and IV: VICE PRESIDENTS update them in accordance with League practice and culture. They also change the process for replacing a vice president who leaves office during their term. The change gives this responsibility to the Board rather than conducting a special election. A special election remains the process for choosing a successor to a President who leaves office.

“BY-LAW III

PRESIDENT

“The President shall have general supervision of the affairs of the League and preside at all meetings of the Members and all meetings of the Board of Control. The President shall appoint all committees and committee chairs not otherwise provided for in the League’s Constitution and By-Laws and shall be an ex-officio member of all committees. The President has the power to sign and execute in the name of the League all contracts authorized either generally or specifically by the Board of Control, unless the Board of Control has specifically required an additional signature.

Concerning communications, the President shall: (i) be the spokesperson for the Board of Control and see that Member communications to the Board of Control are responded to, (ii) see that the Members and the Board of Control are informed about the activities of the League, (iii) present at the Annual Meeting an address, giving a general statement of the condition of the League, and (iv) propose such measures as are requisite for the League’s welfare and prosperity and for the advancement of the mission of the League.

In addition to the foregoing, the President shall perform all duties customarily carried out by the president of a not-for-profit organization and such other duties as from time to time may be agreed upon with the Board of Control.

In case of the resignation, disability, or death of the President, the Board of Control shall call a Special Meeting of the Members to be held within thirty days thereafter for the purpose of nominating and electing a successor for the remainder of the term.”

BY-LAW IV

 VICE PRESIDENTS

Each Vice President shall have such powers and duties as may be assigned by the Board of Control. Both Vice Presidents shall be ex-officio members of all committees. In the absence of the President, the Vice Presidents shall perform the duties of the President as assigned by the Board of Control. In case of the resignation, disability, or death of either of the Vice Presidents, the Board of Control shall appoint a successor for the remainder of the term.”

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3. TREASURER
These proposed changes would revise and update By-Law V: TREASURER. The duties described therein would be updated in accordance with League practice, industry expectations and law. Key provisions would:

Set forth the discrete responsibilities of the Treasurer with clarity and in a manner aligned with New York State Law, the needs of the League, and good practices.

Provide support for the Treasurer by authorizing the appointment of one or more Assistant Treasurers, which persons may be League staff, as the League staff carries out many of the Treasurer’s responsibilities.

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4. REARDING FINANCIAL MATTERS
These new By-Laws include: (1) Annual Report, (2) Fiscal Authority & Contracts, and (3) Indemnification & Insurance.  These By-Laws (not currently numbered) would reflect and update League practice in accordance with industry good practices and law. Key provisions would:

Set forth the requirements for the annual report as required by New York State Law to be overseen by the Treasurer.

Address contracting and spending authority of the Treasurer in a new By-Law.

Establish an indemnification and insurance provision that makes indemnification mandatory with regard to Board of Control members and officers and permissive with respect to League employees and agents.

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Earlier Amendments

Approved January 27, 2021

The new Amendment being proposed by the Board of Control and the Constitutional Reform Committee for member approval at the January 27 Members Meeting would consolidate several sections dealing with Board of Control elections under By-Law XII, which makes the process easier to understand. The proposed Amendment would also add language to obligate The League to hold a “meet the candidates forum” each year during the campaign season. You can see the full mark-up in the document below:

Amendment Regarding Meet the Candidates Forum an Consolidating Election Processes

Approved December 2, 2020

The following documents  explain and set out Amendments to the League’s Constitution and By-Laws approved by the Board of Control October 27, 2020 for consideration at the League’s Annual Members Meeting Scheduled for December 2, 2020.

Amendment A  re language improvements

Amendment Proposal A
This series of changes updates the Constitution and By-Laws to use gender neutral terms and to correct inconsistent use of certain defined terms. For example, the pronoun “He” referencing the President would be replaced with “The President.” These updates make no substantive changes to the meaning or intent of any provisions of the Constitution or By-Laws.

Amendment B re Secretary etc

This amendment addresses two issues:

The position of Secretary: This Amendment would
1) Combine the BOC officer positions of Corresponding Secretary and
Recording Secretary into a single BOC officer position of Secretary;
2) Set forth the discrete responsibilities of the Secretary with clarity and in a manner aligned with New York State Law, the needs of the League, and good practices;
and
3) Provide support for the Secretary by authorizing the appointment of one or more
Assistant Secretaries, who could be League staff, since the League staff
carries out many of the Secretary responsibilities.

Whether all Board Members are “Officers:” The Amendment would remove the designation of all BOC members as officers in the Constitution, because “officers” has a defined meaning in the law which may not apply to all Board members. This action would not have any immediate effect, because Board members are also considered officers in the By-Laws. But because the Constitution can only be amended at the December annual meeting, this change provides flexibility in case we decide to make a similar change to the By-Laws in 2021.

Amendment C re Electronic Participation in Meetings

Amendment Proposal C
The primary purpose of this Amendment is to expressly permit electronic participation in League meetings to the extent permitted by law, as well as clarifying other language concerning meetings. (The League has been conducting electronic meetings this year under special New York State rules put into place during the COVID emergency.)

Amendment D re Constitution on Membership copy

Amendment Proposal D
This Amendment would clarify that Members can be elected at the Annual Meeting as well as other Member meetings in addition to just at Business Meetings.

Markup of ASL-CONSTITUTION-BY-LAWS-2020-Edition 20200812 with Proposed December Amendments