MRS governance documents to be modernized
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MATERIALS RESEARCH SOCIETY
MRS governance documents to be modernized Later this year, members of the Materials Research Society will be asked to ratify modifications to the legal documents that define how our Society is governed. In order to set the stage for that vote, I want to briefly describe the motivation behind the change and the nature of the modifications. Over the last three years, the Board of Directors has made Jim De Yoreo 2011 MRS President
“governance excellence” one of its highest priorities and has pursued its attainment through a major initiative. The
Advancing materials. Improving the quality of life.
outcome has been a set of concrete actions such as codifying certain governing practices and modifying others, developing a formal Policy Manual, instituting an ongoing Board training program, planning leadership training for operating committee chairs and other volunteers, and revamping the strategic planning process to include broad involvement and counsel by the operating committees as well as members at large. In this vein, as a best practice, a financial and legal review of the Society was authorized in late 2007. One of the recommendations of the legal review was to modernize the MRS governance documents—the Constitution and Bylaws. At the heart of the matter is that the nonprofit laws of the Commonwealth of Pennsylvania, where MRS is incorporated, do not acknowledge the term “Constitution,” but refer to the governing documents of nonprofit organizations as “Bylaws.” Thus, we were advised to streamline the language in our current “constitution” and to rename it the “MRS Bylaws.” To accommodate this recommendation, all information contained in the current Bylaws as well as the information removed from the constitution were to be included in a newly created “Policy Manual.” Beth Stadler, the MRS secretary during this period, was tasked to review the documents and work with legal counsel to make reasonable amendments. In November 2010, she sent the proposed “Bylaws” to the Board and the operating committee chairs. She made it clear—and I confirm it here—that all information in the present Constitution that is currently membervoted will remain so in the new Bylaws, and any issue that is currently Board-voted will remain so, but now as a policy described within the Policy Manual. I want to be clear in stating that these changes in no way alter the privileges or rights of MRS members. The proposed new Bylaws are undergoing one more review and will be included in a future issue of MRS Bulletin and will be posted on the MRS Web site. A “Rosetta Stone” that details how each point in the proposed Bylaws can be traced directly to an article in the current Constitution will also be presented. Along with condensing text, the following changes were approved by the Board:
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The current Constitution states that any 100 members can petition to amend the Constitution or to remove an officer or director. This number is very small compared to our current size, and it has been changed over the years to match
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