2022 Proposed By-Law Amendments

To:          BOMA Regular Members
From:     Ad Hoc By-Laws Committee
Date:      September 6, 2022
Re:         Proposed Amendments to BOMA Philadelphia Bylaws

 
As you are aware, an Ad Hoc Committee was recently established for the purpose of (1) reviewing the BOMA Philadelphia ByLaws, and (2) drafting proposed amendments to address several issues, primarily the succession of Association leadership.  At the same time, the committee was tasked with addressing any real or perceived gaps in the Bylaws. 
 
The Ad Hoc Committee has conducted its review and, pursuant to Section 13.1 of the BOMA Philadelphia Bylaws, hereby submits the following proposed amendments to the Board for its consideration.   For ease of review, the proposed amendments are generally presented in the order which they appear in the current Bylaws. 
 
General - Throught the Bylaws: Proposed Language of the Amendment to be Considered
This proposed amendment would modify the term “Chairman” and “Vice Chairman” to “Chairperson” and “Vice Chairperson” throughout the Bylaws.
General – Throughout the Bylaws: Narrative as to Why the Amendment is Necessary
The modification from “Chairman” and “Vice Chairman” to “Chairperson” and “Vice Chairperson” is intended to make the Bylaws more inclusive.
General – Throughout the Bylaws: Pros and Cons of the Proposed Amendment
Pro:        The change brings the By-Laws into line with contemporary standard English usage.
               There are some members (or non-members) that find the inclusivity refreshing.
Cons:     There are some members who may be offended by the political correctness. 
 
Section 4.7: Proposed Language of the Amendment to be Considered
Delete the entire section:
“Membership dues payment to BOMA International is mandatory for all Regular, Additional Regular, Asset, Facility and Associate Members Representatives.  At present, BOMA International does not require that Additional Associate, Affiliated, Engineer or Student members be submitted as members.  Should this requirement hereinafter change or be amended, the Association shall endeavor to comply with BOMA International’s requirements.”
And replace with new amended language:
“The Association shall make all membership dues payments to BOMA International as may be required under any BOMA International Federation agreements and/or bylaws, as the same may be amended from time to time by the International Board of Governors.”
Section 4.7: Narrative as to Why the Amendment is Necessary
The current language in the Bylaws contains too much specificity and is now dated.  The intent is to simplify and simply state that the Association will remit dues to BOMA International in accordance with the then prevailing International requirements. 
Section 4.7: Pros and Cons of the Proposed Amendment
Pros:      Add clarity and eliminates dated language.
                Simplifies and ensures on-going compliance with International dues requirements.
                Allows for future changes as may be required by BOMA International.
Cons:     We see none.   
Section 5.1: Proposed Language of the Amendment to be Considered
  1. Relocate the last sentence of the existing Section 5.1 (iv) “The resignation shall be effective upon receipt thereof by the Association or at such subsequent time as shall be specified in the notice of resignation.” to end of Section 5.1 (iii).    
  2. Amend/expand to include “Board Members” the last 3 sentences of Section 6.2 and relocate to a new Section 5.1 (iv).  The new section shall read as follows: “Any Board Member or Officer may be removed or replaced at any time by the Board with cause.  The removal shall be without prejudice to the contract rights, if any, of any person so removed.  Election or appointment of a Board Member or Officer shall not of itself create contract rights.”
Section 5.1: Narrative as to Why the Amendment is Necessary
The existing bylaw language appeared to be disjointed, with similar concepts appearing in varying sections of the bylaws.  The intent was to add clarity and ease when reviewing relevant topics.  The relocation and expansion of the previous 6.2 addressed a void in the bylaws.  While likely unspoken, the intent was to add clarity that not only could Officers be removed by the Board for cause, but so too could Board Members.  It seemed logical to consolidate all these similar concepts in Section 5.1.
Section 5.1: Pros and Cons of the Proposed Amendment
Pros:      Ease of review by consolidating similar concepts in one section. 
Clarified that not only could Officers be removed by the Board, but codified that Board Members may be removed for cause.  
Cons:     We see none.
Section 5.3: Proposed Language of the Amendment to be Considered
Delete from the first sentence of the “either within or without the Commonwealth of Pennsylvania,”.  With said deletion, the sentence shall now read: “Meetings of the Board shall be held, at such times and places as may be fixed by resolutions of the Board, by the Chairperson or upon written demand of not less than 1/3 of the Board.”
 
Section 5.3: Narrative as to Why the Amendment is Necessary
The amended language removes the phrase “either within or without the Commonwealth of Pennsylvania” from the first sentence of the section.  The rationale is twofold: (1) the phrase is extraneous and does not add anything materially to the section; and (2) deleting the phrase makes the section sound more inclusive, insofar as BOMA Philadelphia includes members and potential members from the states of New Jersey and Delaware as well as the Commonwealth of Pennsylvania.
Note: The change from “Chairman” to “Chairperson” as addressed above.
Section 5.3: Pros and Cons of the Proposed Amendment
Pros:      Set forth above.
Cons:     Subject to review and confirmation of legal counsel, the Committee sees none. 
 
Section 5.6: Proposed Language of the Amendment to be Considered
The proposed amendment is to change pecunarily to pecuniarily in the last sentence of the section.
 
Section 5.6: Narrative as to Why the Amendment is Necessary
The amendment is necessary in order to correct the spelling.
 
Section 5.6: Pros and Cons of the Proposed Amendment
N/A
Section 6.8: Proposed Language of the Amendment to be Considered
Delete existing Section 6.8, which reads as follows:
 
“Section 6.8        If the office of any Officer becomes vacant for any reason, each Officer will be promoted, per the normal succession process, i.e. Secretary becomes Treasurer; Treasurer becomes Vice Chairman; Vice Chairman become Chairman, with the position of Secretary remaining vacant until the Nominating Committee meets at the direction of the Board to nominate a new Secretary), which shall be subject to Board approval and Voting Member election.  In the case of a vacancy of the Associate Vice President, if the balance of the term is less than nine (9) months, the position may be filled by the then seated Chairman (subject to approval of the Board).  If the balance of the term is greater than nine (9) months, the vacancy shall be submitted to the Nominating Committee for consideration and recommendation.  If the term is less than a year, the filling of this vacancy does not require vote or election of the Regular or Voting Members.”   
 
And replace with the following expanded provision:
 
“Section 6.8        If the office of any Officer becomes vacant for any reason, the Board shall request that the Nominating Committee reconvene for the purposes of addressing the vacant seat.  The options to be considered by the Nominating Committee, predicated upon relevant factors (position, remaining term, etc.), include:
  1. Each Officer will be promoted, per the normal succession process, i.e. Secretary becomes Treasurer; Treasurer becomes Vice Chairperson; Vice Chairperson become Chairperson, with the position of Secretary remaining vacant until a new Secretary is elected - subject to Board approval and Voting Member election. 
  2. If the vacant position is that of the Vice Chairperson or Chairperson, to avoid the potential for organizational “leadership churn” (attributable to truncated terms) the Nominating Committee may consider an interim candidate to fulfill the balance of the vacated seat.  Said candidates shall be Regular Members in good standing, possessing all the skills requisite of an Officer’s position.  It is further agreed that when filling the position of Chairperson, the three (3) year hiatus for prior Officers, set forth in Section 9.3, may be waived. 
  3. If the vacant position is that of the Chairperson, and there is less than four(4) months left in the term, the Nominating Committee may consider asking the Vice Chairperson to act in the capacity of interim Chairperson for the balance of the term, leaving the position of Vice Chairperson vacant.  Said interim capacity will not impact the natural Officer matriculation process and the Interim Chairperson will remain eligible to serve as Chairperson if elected in the following election cycle. 
  4. If the vacant position is for Vice Chairperson, Treasurer or Secretary, it is required that the Nominating Committee will initiate a call for nominations (posting for no less than one (1) week), interview qualified candidates and make its recommendation to the Executive Committee/Board.  It being further understood that the filling of these positions will require Board approval and a majority vote of the membership.  
  5. In the case of a vacancy of the Associate Vice President, if the balance of the term is less than nine (9) months, the position may be filled by the then seated Chairperson (subject to approval of the Board).  If the balance of the term is greater than nine (9) months, the vacancy shall be submitted to the Nominating Committee for consideration and recommendation.  If the term is less than a year, the filling of this vacancy does not require vote or election of the Regular or Voting Members.   
Given that time is of the essence to the ongoing operations of the Association, the Nominating Committee shall endeavor to have its initial recommendation to the Executive Committee/Board within 30 calendar days of being convened.” 
 
Section 6.8: Narrative as to Why the Amendment is Necessary
Under the current Bylaws, the only course of action for filling a vacancy would be to matriculate each officer up one level in the order of succession.  This would shortchange the Association insofar as it would truncate the terms of the remaining officers.  This issue of a resignation or departure of an officer does not happen often but has occurred three times in the past fifteen years. 
The proposed amendment seeks to broaden the range of ways in which the vacancy might be filled.  The way this has been drafted gives the Nominating Committee latitude in direction and at the same time contains guardrails to ensure replacements are performed prudently and with transparency. 
Section 6.8: Pros and Cons of the Proposed Amendment
Pro:        The Nominating Committee has greater flexibility when seeking to replace Officer vacancies as opposed to one course of action.
The Association can draw on the talent and expertise of previous officers who might be willing to step in on relatively short notice.
Con:       Danger of burn-out and organizational stagnation if the same previous officers are called upon repeatedly within a relatively short period of time.
 
Section 9.2: Proposed Language of the Proposed Amendment to be Considered
The following sentence will be added at the end of Section 9.2:
“In the event that the Treasurer’s position is vacant, the Vice Chairperson shall become a member of the Nominating Committee.”
Section 9.2: Narrative as to Why the Amendment is Necessary
The Bylaws specifically set forth that the Treasurer maintains a seat on the Nominating Committee.  Since we are addressing vacancies in the leadership, this amendment would fill in a procedural gap in the event that the Treasurers position was the position that was open. 
Section 9.2: Pros and Cons of the Proposed Amendment
Pros:      Set forth above.
Cons:     Subject to review and confirmation of legal counsel, the Committee sees none.
 
Section 9.3: Proposed Language of the Proposed Amendment to be Considered
At the beginning of the 3rd sentence of Section 9.3, insert the words “Except as set forth in Section 6.8 (ii), Which will now read as follows:
 
Section 9.3          On or about February 15th of each year, BOMA/Philadelphia membership will be advised via Newsletter, BOMA/Philadelphia's Web site and/or a separate electronic communication that the Nominating Committee will receive applications from eligible members applying for available Board and/or Officer positions.  Applications of those members desiring an opportunity to serve as an Officer or Board Member shall be submitted in writing or electronically to the BOMA/Philadelphia office and the Chairperson of the Nominating Committee and received no later than the 2nd Monday in March. Except as set forth in Section 6.8 (ii)former Officers and Board Members shall be eligible for re-nomination after a three (3) year hiatus.  An eligible Board Member can be nominated for an Officer's position anytime during or after his/her term. Except as may be approved by the Board, by a two-thirds margin, at no point:
  1. shall more than two (2) Representatives of a Regular Member from the same company or more than one (1) Representative of an Associate Member be nominated, elected, or appointed to serve on the Board at the same time. 
  2. shall the Executive Committee have more than one (1) individual from the same company nominated, elected, or appointed at the same time outside of the “natural executive committee matriculation.” 
 
Section 9.3: Narrative as to Why the Amendment is Necessary
The inclusion will eliminate any conflict and bring this section into conformity with the amended language in Section 6.8 (ii).
Section 9.3: Pros and Cons of the Proposed Amendment
Pros:      Set forth above.
Cons:     The Committee sees none. 
 
Section 10.1: Proposed Language of the Amendment to be Considered
The following sentence will be added to the end of Section 10.1:
“Said meeting may be held in person or virtually.”
Section 10.1: Narrative as to Why the Amendment is Necessary
At the time the Bylaws were originally drafted, it was not contemplated that meetings could be held virtually. While the preference is to meet in person, the advent of covid and the prevalence of technologies such as Teams and Zoom, there is no reason to assume that all meetings going forward must necessarily be in person.  It brings clarity and options to the Association.
 
Section 10.1: Pros and Cons of the Proposed Amendment
Pros:      Set forth above.
Cons:     The Committee sees none. 
 
The above amendments are fully endorsed by the Ad-hoc Bylaw Committee members (named below).  The Committee hereby recommends that the aforementioned proposed amendments be reviewed by legal counsel to confirm that the bylaws remain in compliance with all applicable federal, state and local statues and, equally important, that they do not compromise the Association’s non-profit status. 
 
If the proposed amendments comply with law and meet with the Board’s approval, it is recommended that the BOMA Staff and Board fulfill the requirements set forth in Article XIII to secure membership approval.  

The Committee stands ready to answer any further questions, as well as to assist in the adoption of the proposed amendments. 

CLICK HERE to read the edited version of the proposed by-laws which includes ALL amendment language.
 
Thank You!
AD-HOC BYLAW COMMITTEE MEMBERS:
Richard McClure, Chair Kevin Mayer
Deanna Ballinger Theresa McCaul-Mullan
Jeff Engel John McCullough
Alex Grella Catherine Pullen
Don Haas Missy A. Quinn
Leslie Jones Steve Resinski
Richard Kenwood Greg Squassi
Natalie Kidd Keli Wallace
Stefanie Krajcsovics  
PLEASE KEEP AN EYE ON YOUR EMAIL FOR A SURVEY MONKEY LINK TO PROVIDE YOUR SECURE VOTE ON THE PROPOSED AMENDMENTS. The link will be sent following the 15-day review period, on or about October 7th.