The PSF has changed its bylaws, following a discussion and vote among the voting members. I'd like to publicly explain those changes.
For each of the changes, I will describe 1.) what the bylaws used to say prior to June 2017 2.) what the new bylaws say and 3.) why the changes were implemented.
Certification of Voting Members
- What the bylaws used to say
Every member had to acknowledge that they wanted to vote/or not vote every year.
- What the bylaws now say
The bylaws now say that the list of voters is based on criteria decided upon by the board.
- Why was this change made?
The previous bylaws pertaining to this topic created too much work for our staff to handle and sometimes it was not done because we did not have the time resources to do it. We can now change the certification to something more manageable for our staff and our members.
Voting in New PSF Fellow Members
- What the bylaws used to say
We did not have a procedure in place for this in the previous bylaws.
- What the bylaws now say
Now the bylaws allow any member to nominate a Fellow. Additionally, it gives the chance for the PSF Board to create a work group for evaluating the nominations.
- Why was this change made?
We lacked a procedure. We had several inquiries and nominations in the past, but did not have a policy to respond with. Now that we voted in this bylaw, the PSF Board voted in the creation of the Work Group. We can now begin accepting new Fellow Members after several years.
Staggered Board Terms
- What the bylaws used to say
We did not have staggered board terms prior to June 2017. Every director would be voted on every term.
- What the bylaws now say
The bylaws now say that in the June election, the top 4 voted directors would hold 3 year terms, the next 4 voted-in directors hold 2 year terms and the next 3 voted-in directors hold 1 year terms. That resulted in:
- Naomi Ceder (3 yr)
- Eric Holscher (3 yr)
- Jackie Kazil (3 yr)
- Paul Hildebrandt (3 yr)
- Lorena Mesa (2 yr)
- Thomas Wouters (2 yr)
- Kushal Das (2 yr)
- Marlene Mhangami (2 yr)
- Kenneth Reitz (1 yr)
- Trey Hunner (1 yr)
- Paola Katherine Pacheco (1 yr)
- Why was this change made?
The main push behind this change is continuity. As the PSF continues to grow, we are hoping to make it more stable and sustainable. Having some directors in place for more than one year will help us better complete short-term and long-term projects. It will also help us pass on context from previous discussions and meetings.
Direct Officers
- What the bylaws used to say
We did not have Direct Officers prior to June 2017.
- What the bylaws now say
The bylaws state that the current General Counsel and Director of Operations will be the Direct Officers of the PSF. Additionally, they state that the Direct Officers become the 12th and 13th members of the board giving them rights to vote on board business. Direct Officers can be removed by a.) fail of an approval vote, held on at least the same schedule as 3-year-term directors; b) leave the office associated with the officer director position; or c) fail a no-confidence vote.
- Why was this change made?
In an effort to become a more stable and mature board, we are appointing two important positions to be directors of the board. Having the General Counsel and Director of Operations on the board helps us have more strength with legal situations and how the PSF operates. The two new Direct Officers are:
- Van Lindberg
- Ewa Jodlowska
Delegating Ability to Set Compensation
- What the bylaws used to say
The bylaws used to state that the President of the Foundation would direct how compensation of the Foundation’s employees was decided.
- What the bylaws now say
The bylaws have changed so that the Board of Directors decide how employee compensation is decided.
- Why was this change made?
This change was made because even though we keep the president informed of major changes, Guido does not participate in day to day operations nor employee management. We wanted the bylaws to clarify the most effective and fair way we set compensation for our staff.
We hope this breakdown sheds light on the changes and why they were important to implement. Please feel free to contact me with any questions or concerns.
