Bylaws Review Committee: Recommendations to the Board of Governors

The Bylaws Review Committee has concluded its discussions on proposals for changes relating to the composition of the governing bodies of PTC and other organizational matters to improve the efficacy of the Council. Recommendations are being forwarded to the Board of Governors and will be taken up in subsequent meetings. The recommendations have also been sent to the Advisory Council for comment.

Seven recommendations are being presented as a package for the Board of Governors to consider.

Recommendations include:

• Addition of one elected seat to the BG (15 instead of 14);

• Moving to 3-year terms and an annual election cycle of 1/3 of the BG (5 seats);

• Addition of two appointed seats to the BG (for a total of 17 overall);

• Addition of clauses for appointments of vacant seats;

• Addition of clauses for proxies.

In addition, a proposal that the Executive Director be named as the CEO of the organization has been made to create a clear explication of executive authority and responsibility in relation to the BG's primary role of establishing policy, strategic planning and financial oversight. The intent is for the Board to return to its established role as set forth in the current bylaws and allow the CEO to determine the best way to implement policy as well as manage operations with a clear line of report to the Board as a whole.

The committee has also made a number of recommendations for the Board to establish policy in line with best practices for governance of non-profit organizations and in line with State of Hawaii and US Federal laws as are now applicable.

Policy recommendations that do not necessarily require bylaw changes include the establishment of Board committees for audit, compensation and governance as is typical in for-profit organizations and as may be applied to non-profits. Development of a specific policy or guidelines for the removal of members is also recommended.

At this stage, no recommendations for changes to the Advisory Council have been made except to add a clause for proxies. The understanding is that this body already has an adequate mix of appointed and elected seats and it is recognized that the role of the AC is advisory to the BG. There is also no change recommended regarding the Succession Planning Committee as a wholly constituted committee of the AC to organize and operate the elections. It is recognized however that separate efforts are needed to more fully involve AC members as leaders in the activities and planning of PTC events as well as to more fully seek their advice in strategic issues and plans.

Complete bylaw review documentation on the recommendations, as well as the process and discussion points, are available in the member’s area of the PTC website. If you are unable to access by the direct link in the previous sentence, you can also click on the PTC Bylaws Review link in the announcement section on the home page of the PTC website. Enter userid = building; password = bridges. The latest updated document with recommendations of the committee is located at the head of the set of documents highlighted in orange.

Please forward comments or suggestions to Mark Hukill, Senior Advisor.