AUVSI Board Explains Association Constitutional Changes


15 April 2014

By Ralph Alderson



As part of the 2014 ballot for directors and officers for its board,
AUVSI members are asked to approve the combination of our current
constitution and bylaws into a single bylaws document. This
consolidation is important to our association’s ability to grow and
operate efficiently. To explain why, a little background information is
in order. 



AUVSI was formed in Ohio more than 40 years ago. Much has changed in the
best practices of running a nonprofit association since that time. As
has been the case since 1972, we are currently governed by Ohio statutes
(nonprofit corporation law), our original articles of incorporation, a
constitution and bylaws. If that sounds like a lot of potentially
conflicting verbiage, you’re right – it is. State law is a set part of
the structure and AUVSI is fully compliant with it. Articles of
incorporation are, in general, pretty innocuous. Ours primarily sets
forth our association’s purposes at a very top level. They have little
to do with day-to-day operations. A constitution such as AUVSI’s,
however, does affect how we operate. 



Among modern nonprofits, a constitution is now a little used artifact.
For example, the last time the membership was asked to modify the
constitution was in 1997, when you added “International” to the
association name. Bylaws, on the other hand, are required by state law
and are updated more frequently as the environment and goals of the
association change. Bylaws are the sole document that most modern
nonprofits use to govern. Integrating the optional constitution into the
single, legally required document removes the potential for conflicts
between two slightly differing sets of operating rules. 



In addition, this reorganization and update of our governing documents
isn’t just a paperwork drill. The board of directors has also used this
opportunity to address some housekeeping issues, including the
introduction of specifically allowing such “modern” conveniences as
electronic communications (e.g., e-mail) instead of snail mail letters
for the conduct of business. And, for example, the term “robotics” has
been added to “unmanned systems” in our existing aims and goals of the
association in order to better connect with a new generation and a wider
market. 



While working through this process, the staff, the board and our legal
consultants were careful to remain consistent with state law and to
faithfully preserve existing governance concepts, modifying them only
where there were conflicts between the documents and where current
practice is firmly set and noncontroversial. Should you be curious about
more details, the combined bylaws document is available for your review
on the voting website. The board of directors asks for a “yes” vote on
the ballot question, so that we can help operate your association more
efficiently. 



Ralph Alderson is executive vice president of AUVSI’s board of directors.