Changes to Bylaws and Articles – November 29 Vote

Dear Voting Members of the PTAB Bar Association,

On November 29, at noon Eastern, we intend to hold a special telephonic meeting to vote on proposed changes to the bylaws and articles of incorporation of the PTAB Bar Association. The Board of Directors has unanimously voted to approve the proposed changes, and we encourage you to cast your vote during the meeting. To dial in, please call 877-211-3621 and use passcode 999 691 3597. If you would like to share any thoughts on the proposed amendments before the vote, please send them to the Association’s Secretary, Karl Renner, at PTAB_Bar_Assoc@fr.com.

Here are additional details:

The Board of Directors of the PTAB Bar Association proposes amending the Association’s bylaws to change the structure of its Board of Directors. Under the current structure, Directors are elected to staggered three-year terms of five Directors each year, for a total of 15 Directors. The President-Elect, Vice-President, Secretary, and Treasurer are elected from and remain part of the 15 Directors, serving concurrently as an Officer during their three-year term as Director. The President is also a Director and automatically takes the role after serving as President-Elect for a year. Back-to-back three-year terms are not currently permitted for Directors.

Under the current structure, candidates for President-Elect must have at least two years remaining on their term as a Director at the time of their election. But because Director terms are only three years long, this limits the pool of candidates for President-Elect to those Directors who have served just one year and those who are newly elected. Consequently, a rather short runway is available to become familiar with and demonstrate one’s commitment to the Association. Also, after serving one three-year term as Director, a person cannot be elected to serve immediately thereafter as an Officer. For these reasons, the Board of Directors proposes the change summarized in the PowerPoint slides here and shown in detail in the redlines to the Bylaws and Articles of Incorporation here and here.

Under the new proposed structure, the President, President-Elect, Vice-President, Secretary, and Treasurer will be deemed Officer Directors. There will also be 12 non-Officer Directors, with four being elected each year to staggered three-year terms. The new Board of Directors, therefore, will eventually comprise 17 members as opposed to its current 15, allowing greater participation in the leadership of the Association. Non-Officer Directors are limited to two consecutive three-year terms, but may also be elected consecutively to be an Officer Director or may consecutively alternate between Officer Director and non-Officer Director positions. After an initial transitional period, if a non-Officer Director is elected to be an Officer Director during their three-year term as a non-Officer Director, then a new non-Officer Director will be elected to fill the remaining term.

In addition, as in many other organizations, the Association proposes an automatic succession plan where the Vice-President becomes President-Elect, and the President-Elect becomes President. This extends the current automatic succession plan by which the President Elect becomes President. By approving these bylaws, therefore, the current Vice President will automatically become the President-Elect at the 2019 annual meeting. The Secretary and Treasurer roles would have no term limits, but the Nominating Committee is entrusted with the flexibility to manage the turnover of these positions according to the needs of the Association. The proposed amendments also address transitional issues as the Association moves from a 15-member Board of Directors to a 17-member Board.

Sincerely,

PTAB Bar Association Board of Directors