At the 2022 Annual Business Meeting in August, every Toastmasters club will have the opportunity to vote on proposed amendments to the Bylaws of Toastmasters International and the Club Constitution.
The Toastmasters International Board of Directors presents and endorses these amendments, which are outlined in Proposals A through L. Why are these changes being recommended? Ultimately, to modernize, clarify, and update the governing documents as well as give members a stronger, more effective organization.
Consistency and Clarity
The Board proposes a series of amendments to the Bylaws of Toastmasters International and the Club Constitution to make the language use and the style more consistent, clear, and in line with modern practices.
Restatement of the Organization and Club Purposes
The Board proposes amendments to the Bylaws of Toastmasters International and the Club Constitution to enhance the clarity and readability of the stated purposes of Toastmasters International and Member Clubs. These amendments preserve the meaning of these purposes but express them in a more concise, modern manner.
Inclusive Language for Gender
The Board proposes adding the phrases “gender identity” and “gender expression” to the organization’s nondiscrimination clauses in the governing documents to be more inclusive and align with California state regulations.
Communication and Technology
Amendments to the governing documents relating to methods of communication can help safeguard the documents against extensive future changes and ensure they align with current technology use.
By referencing the section of the Bylaws on “electronic transmissions” and substituting the words “in writing” for lists of written communication methods, the documents will be safeguarded against the need for further changes as terminology becomes outdated.
The Board also proposes amendments to the Bylaws of Toastmasters International and the Club Constitution to modernize references to methods of communication (such as including videoconferencing) and other technology.
Clarification on Voting Rights for Member Clubs
The Board proposes adding the words “in good standing” to the Bylaws to clarify that a Member Club must be in good standing to be entitled to their two votes at the Annual Business Meeting. This amendment is a clarification only and not a change in voting rights.
Announcements to Members
The Board proposes amending the Bylaws to confirm that announcements to the membership of any change in the international dues, and of the International Leadership Committee report on International Officer and Director nominations, be made both in the Toastmaster magazine and on the Toastmasters International website.
Clarity on References to Geographic Regions
The Board of Directors is responsible for dividing the physical territory in which Member Clubs are located into geographic regions. The Board proposes amending the Bylaws to clarify that the geographic regions referenced throughout the Bylaws are those defined by the Board of Directors and not by any external entity.
Scheduling of Board of Directors Meetings
With the ever-changing global environment, it may not be possible for all Board Members to be on-site together before or after the Annual Business Meeting (ABM). As such, more time may pass between the dates scheduled for the Board of Directors meetings and the ABM than in previous years.
The Board proposes removing the word “immediately” from the Bylaws in connection with when the Board meetings before and after the ABM occur, in order to schedule their meetings according to the circumstances and global environment at the time.
The Board will continue to appoint the organization’s corporate officers (Secretary and Treasurer) when they meet after the ABM. Adding “first” will ensure the new Board makes these appointments in their first meeting after the ABM so as not to unnecessarily delay the appointments.
Voting at the Annual Business Meeting
Conducting the Annual Business Meeting online the last two years because of the pandemic has allowed the Member Clubs to attend and participate in the meeting in record numbers.
Since the organization continues to adapt to the changing global environment, the Board proposes amending the Bylaws to provide flexibility in attendance and participation by offering members the option to attend/participate on-site or online.
Club Leadership Committee Chair
The Immediate Past Club President serves as the Club Leadership Committee Chair. There is an existing provision in the Club Constitution stating that a different member can serve as chair if it is in the club’s best interests. What this section does not identify is the possibility of the Immediate Past Club President role being vacant.
The Board proposes amending the Club Constitution to clarify that the Immediate Past Club President would not serve as the Club Leadership Committee Chair if that officer role is vacant.
Club Officer Requirements
To safeguard integrity and transparency in the club environment relating to finances, the Board proposes a change intended to eliminate any potential financial conflict of interest for club officers. Specifically, they propose amending the Club Constitution to prevent one member from serving in both the Club President and Club Treasurer roles at the same time.
Further, to preserve the values of service and excellence in every Toastmasters club, the Board proposes a required minimum of three club officers (Club President, a Vice President, and Club Secretary or Club Secretary-Treasurer). Each of these offices must be held by a different person.
Club Representatives on the District Council
As the world and Toastmasters International transition to a post-pandemic environment, we must develop best practices to maximize member engagement and participation in the business of the organization. For District leaders, that includes voting without the need for proxies.
The Club President and Vice President Education, the club’s two voting representatives on the District Council, must attend and vote at all District Council meetings. The Board proposes more flexibility by allowing each club to determine if one of its two representatives will carry the club’s two votes or if both representatives will carry one vote each.
Given the differences in District procedures worldwide, and the inherent complexity of processing proxies for both on-site and online attendees, the Board proposes that proxies be eliminated at the District level. Members will have the ability to attend District Council meetings either on-site or online, making it easier to vote directly, especially if only one club representative is required to vote. Thus, proxies are not needed. This move will make things easier for the District and allow leaders to benefit from the voting experience.
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