September 7, 2019
The Appalachian Trail Conservancy (ATC) Board of Directors intends on reviewing its By-Laws periodically to insure they adequately outline its obligations and governance processes. Over the last year, the Board conducted a detailed review and has made changes that broadly fall into 3 categories: governance, policy, and language clarification.
For governance, the Board:
- voted to establish the Chair of the Stewardship Council as an Officer of the Board.Joining the ranks of the Chair, Vice Chair, Secretary, and Treasurer, the Board considered it important to send a strong signal to the AT community on its commitment to the historical profile of the Board as the Board evolution focuses on professional attributes.Adopting this change to the Officer profile required language to be modified in 3 sections of the By-Laws. This change, in turn, led to a change in the Executive Committee make-up, where before designating the Stewardship Council as an officer, realizing an odd number required that another Board member without Officer status be assigned to the Executive Committee.That is no longer required and the language has been changed accordingly.
- changed the language referencing Board Committees.Having more Committees than what was referenced and recognizing that the Committee profile could change year over year, the Board simplified the language referencing only the Executive Committee and relying on the already existing provision that other committees may be designated by resolution.All references to other committees were deleted, maintaining general language as to how the Board will manage Board business through committees.
- clarified the Board tenure language in the By-Laws, clarifying that no Board member can serve greater than 6 years (2 terms of 3 years) unless elected to an officer position, in which case, that Board member can serve no greater than an additional 6 years (an additional 2 terms of 3 years each) for a maximum of no greater than 12 years.The Board is interested in striking a balance between maintaining continuity and experience with making room for fresh ideas and new experiences.
- clarified language that Board Officers are elected by members of the Board, on a staggered basis, for 3-year terms.
For policy, the Board included language in the By-Laws:
- requiring Board members to be members of the Appalachian Trail Conservancy.
- that no Board member can be involved in discussions associated with his / her re-election.
- clarifying that Officers of the Board are elected by Board members and that any vacancy shall be filled by a majority vote of the remaining Board members at the time of the vacancy, subject to the quorum provisions of the By-Laws.
- establishing a Succession plan for the Chair should the Chair not be available or be disabled from serving his / her functions, identifying the Vice Chair and Chair of the Governance Committee as the line of succession, respectfully.
- establishing that elections would be held by electronic means.
- clarifying that the ATC website is recognized as a principal publication of the Conservancy for notifications.
- establishing that any changes to the By-Laws would require a month’s time to elapse for Board review and discussion prior to formalizing said changes.
For language clarification, the Board carefully read through the By-Laws and corrected tense and other small grammatical edits that did not materially affect the intent of the By-Laws. Additionally, the Board clarified:
- for the provision that states no more than 5 Board positions would be open annually, added the clause: unless Board member resignations dictate otherwise.