News Detail

Updating ACI’s Bylaws

4/1/2016

Some of you may be wondering why this memo is from the Executive Vice President rather than the Institute’s President. Traditionally, there is not a President’s Memo the month the Institute transitions to a new President. Recognizing that, I am going to take this opportunity to update the membership on an important initiative that impacts how the Institute conducts its business.

ACI is incorporated in the state of Michigan as a tax-exempt, nonprofit organization with a purpose to further engineering and technical education, scientific investigation and research, and development of standards for design and construction incorporating concrete and related materials. As with any corporation, ACI has a set of rules and regulations that provide a framework for our operation and management referred to as our bylaws. These bylaws must not only reflect how we want to and actually do operate and manage ACI but also must be consistent with the requirements set forth by the State.

Recognizing that ACI’s bylaws had not been comprehensively reviewed in recent years, the Executive Committee appointed a Task Group comprised of Anne M. Ellis (Chair), Florian G. Barth, Dean A. Browning, Kenneth C. Hover, James K. Wight, and Kevin P. Mlutkowski (Staff Liaison) to review our bylaws. The Task Group, with the assistance of ACI legal counsel, and after numerous conference calls and web meetings, made recommendations to the ACI Board of Direction for updating, revising, and reorganizing our bylaws. The Board approved these changes effective February 4, 2016. ACI’s complete bylaws can be accessed by clicking “About ACI” on www.concrete.org.

In addition to substantially reorganized content, addition of section headings, and editorial clarifications, the content in several sections of ACI’s bylaws has been updated. Highlights of these updates include:

• Complete reorganizing of clauses to make it easier to find information and to more logically group items together;
• Updating requirements to be consistent with the Michigan Nonprofit Corporation Act;
• Providing Young Professional Members voting rights and the opportunity to serve as directors and officers—the previous bylaws specifically prohibited this;
• Eliminating limitations on Chapter Memberships, ceiling on chapter dues, and allocation of Institute funds to chapters;
• Raising the threshold to amend the bylaws from a simple majority vote of the Board of Direction, to requiring 75% affirmative vote of the Board with at least 80% of Board members voting;
• Establishing a protocol for the membership at large to amend the bylaws requiring 2/3 affirmative vote of members present at an annual or special meeting comprised of at least 10% of the members;
• Specifically allowing members to vote via electronic transmission (web balloting);
• Clearly defining the responsibilities of the Immediate Past President; and
• Updating the indemnification section to reflect current nonprofit statutes and legal best practice.

Recognizing the bylaws are a "living and breathing" document, the Task Group made several recommendations regarding future review and updates of the ACI bylaws. Perhaps most importantly, the Task Group recommended that the bylaws be reviewed following each substantial update to the ACI strategic plan or every 5 years to ensure they are consistent with the ACI overall mission, vision, objective, and operating protocols. Additionally, the Task Group recommended that staff review ACI’s guides, policies, and practices to ensure conformity with the recently updated bylaws. Finally, the Task Group recommended the Membership Committee consider whether categories based on age (Young Professional, Student) are outdated and inappropriate. In addition to the Membership Committee, I would ask all members, and especially Board-level committees, to take a few moments to review the new bylaws to ensure your committees are operating in compliance with the revised bylaws.

Next month, Mike Schneider, ACI current First Vice President, will have his inaugural Presidential Memo as he takes office after The ACI Concrete Convention and Exposition – Spring 2016. One year from now, I will have my second annual EVP Memo and I would welcome suggestions for topics that you would like me to address. In the meantime, please contact me directly (ron.burg@concrete.org) if you have any questions or suggestions that you would like to share. Better yet, if you are in the Detroit area, please feel free to stop by ACI headquarters for a visit. There is nothing that staff and I enjoy more than meeting with our members.

Ronald G. Burg