Dear Members, 

On April 25, 2023, Executive and Council members received an email from a Member demanding that the AASUA “halt the bylaw amendment ratification vote currently in progress”, because in their view the “bylaw amendments that have been passed [by the Membership on February 1, 2023 and March 22, 2023] are not valid” because, they assert, “the Association has procedurally failed to follow the process under Article 30.”  The Association did not accede to the Member’s demand to halt the ratification process, and on April 26, 2023 the Membership passed amendments to the Bylaws. The Membership passed the Bylaws amendments by the following margins:

  • February 1, 2023 amendments: 3960 eligible voters; 743 votes cast; Yes - 661 (89.0%) votes; No - 82 votes (11.0%);
  • March 22, 2023 amendments #1: 3984 eligible voters; 647 votes cast; Yes - 614 (94.9%); No - 33 (5.1%);
  • March 22, 2023 amendments #2: 3984 eligible voters; 647 votes cast; Yes - 611 (94.4%); No - 36 (5.6%); 
  • April 26, 2023 amendments:  4000 eligible voters; 615 votes cast; Yes - 481 (78.2%); No - 134 (21.8%).

On April 26, 2023 the Executive met and considered the complaining Member’s assertions of procedural non-compliance with Article 30.  The Executive noted that, as the complaining member pointed out in their Member’s email, the complaining Member held governance positions in the Association on March 21, 2018 when the Membership passed amendments to the Bylaws that incorporated the present iteration of “Article 30 — Amendment of the Bylaws” into the Bylaws, and on March 18, 2019, February 24, 2020, June 3, 2020, and October 21, 2020 when the Membership passed various amendments to the Bylaws following the Article 30 process. The Association followed the same “Article 30 — Amendment of the Bylaws” process in 2019 and 2020 as it has in 2023, and the complaining Member raised no objections to the process in 2019 or 2020. The Executive is satisfied that the Association (the Governance Committee and Council) has procedurally complied with the “Article 30 — Amendment of the Bylaws” process, and that the February 1, 2023, March 22, 2023, and April 26, 2023 Bylaws amendments passed by the Membership are valid. The Executive unanimously passed a resolution that “the Executive takes the position that the Bylaws were followed, and the amendments are valid.”

Sincerely, 

Gordon Swaters 
AASUA President