Proposed Governance Changes
An Important Letter from AWP President Steve Heller
Fellow writers, teachers, and members of AWP:
The AWP Board of Directors and Staff urge you to vote in favor of new bylaws and articles of incorporation. Please also vote for three new candidates to serve as your representatives on the board, and vote to ratify all AWP business to date. Cast your ballot online or vote by paper ballot at the conference.
The new articles of incorporation and bylaws solve problems that we have identified in working with legal counsel:
- AWP’s articles of incorporation specify that members of the Board of Directors must be elected at a meeting of the membership. AWP has not done this for a few decades now, because a majority of our members do not attend the conference. Less than 40% of our faculty and voting members attend the conference in a typical year.
- Our bylaws require a quorum of at least 60% of the membership to vote for board members and to approve amendments. Sixty percent of AWP’s membership has not been present at our annual meetings since the 1970s, when a few hundred people comprised our membership.
- Since 1986, when AWP was incorporated in the state of Virginia, the total participation in any election has declined to only 5% of the membership, or less. As the roles of membership grew bigger, the percentage of voters grew smaller. We had hoped the use of electronic ballots would help increase participation, but it has not. For the last election, conducted by email, only 119 ballots were cast from 4,463 eligible voters among our individual members.
- In the 1980s, the board tried to address the issue of low voter participation and the lack of a legal quorum by assigning itself the role of serving as a proxy for those who chose not to vote, but Virginia law does not allow board members to serve as proxies for non-voting membership.
Therefore, AWP must change its old articles and bylaws [link] to enable the association to comply with Virginia law in its board business and governance. To accomplish this, the law requires that AWP must follow its original articles of incorporation and conduct at the convention in Boston a vote of the membership that achieves a quorum, and the majority of that quorum must agree to the proposed amendments to the articles of incorporation and the bylaws. All voting members unable to attend the conference will also have the opportunity to vote by casting an electronic ballot.
We must muster a quorum to address our association’s regular lack of a quorum. Perhaps this is the inevitable quandary of having an association of independent thinkers, a corporation of writers and teachers.
The AWP board and staff has worked with legal counsel Nixon Peabody and with the consulting firm of Management Consultants for the Arts to create a new system of governance that will serve AWP well while we comply with the legal requirements of AWP’s status as a Virginia nonstock corporation. We made exhaustive comparisons with the bylaws of other effective associations in the arts, and we have applied the best practices in governance to design what will work best for AWP.
The new articles of incorporation and bylaws you will be voting on will provide for a largely self-renewing or self-appointing Board of Directors. However, the membership will continue to choose regional representatives through elections conducted by new regional councils (which will replace our regional breakout sessions of program directors) at the annual conference. The new bylaws actually expand the regional representation from five representatives to six representatives. These new councils shall be deliberative bodies that assume more responsibility in our governance. Each council shall appoint its own Chair to serve on the Board of Trustees. Here is a diagram that gives you an overview of governance, the communities shaping it, and the composition of the board:
The membership of AWP will continue to nominate members to the board and express their preferences for board members through votes that do not require the quorum of a Virginia Nonstock Corporation. The proposed amendments to our articles of incorporation will specify that “The Corporation shall have no ‘members’ as such term is defined in the Virginia Nonstock Corporation Act.” The board and staff will continue to poll the membership regarding their preferences on new board members and on other issues before the board. Our bylaws will have eligibility requirements that ensure seats on the board will be filled by our association’s teachers, writers, and program directors. The regional councils ensure this. Please see Article VI of the new bylaws and note that Article V, Section C, Item 5 gives the regional council chairs the charge of developing and maintaining AWP academic policies in concert with the board and membership.
The board intends, as always, to honor the will of the majority of the writers and teachers who participate in our association. The councils and their chairs will make sure that the voices of membership are always addressed by the board. And we intend to bring AWP’s governance into compliance with Virginia law.
The new articles and bylaws are the only means by which we can resolve the problems inherent in our regular lack of a quorum as defined by Virginia law. Now that the current board knows AWP is out of compliance, we have no choice but to act together.
As writers, we like to regard ourselves as independent spirits, but now we need all of our free spirits to join the majority to make AWP a stronger association. If you care about AWP and want the organization to continue to thrive, please vote now.
Steve Heller, President
AWP Board of Directors