Background on How the Proposed AALL Membership Bylaws Revision Came Into Existence

Relating some background information about drafting revisions to Article IV. Membership of AALL's Bylaws, Betsy McKenzie reports:

According to a conversation with Darcy Kirk [AALL President], the Bylaws Committee first offered an amendment that tightened the definition of an active member. The Executive Board sent them back with directions to broaden the definition, instead. And did they broaden it! The new definition is so broad that it would extend the rights to vote and hold office to any employee of a legal publisher or other company that has consistently violated basic consumer protections in our Association’s Guide to Fair Business Practices. Some members are concerned that a significant ethical problem would unfairly burden such employees elected or appointed to offices in which their activities could directly or indirectly influence AALL policy or action on consumer advocacy, or could reasonably sustain the perception of conflicted influence. Of course, the issue remains debatable. In fact, our colleagues debated a similar issue of conflict of interest in 1987. The debate ended without resolution, but such acrimony accompanied it that repeating the controversy now seems to concerned members no small risk that our Board can and should avoid. The Board would effectively confer its imprimatur on the expanded definition of active definition by approving it in its present form for the membership’s vote, even though some members do not agree that the proposal should carry this de facto seal of approval.

Betsy also offers some talking points for this year's AALL Business Meeting & Members Open Forum on Monday, July 23, 4:15 PM - 5:30 PM in HCC-Ballroom B:

• Members were not well-apprised of the initial proposal to change the bylaws at the Board's March, 2012 meeting. Relying on the Board Book to tell general membership about important issues is NOT the kind of transparency members reasonably expect of the leadership!
• Members were not adequately informed of the request to the Bylaws Committee to broaden the active membership definition that took place at the March, 2012 meeting. Ordinary members should NOT have to dig through the Board Books and sift through 149 pages in them to find information that bears on ALL of our interests! This DOESNOT satisfy a reasonable expectation of transparency, but invites a suspicion, however misplaced, that the Board has tried to sneak a change past the membership.
• This has been a very divisive and rancorous issue in the past – when the issue of vendor membership was raised more than 20 years ago in 1987, it was a very bitter, emotionally charged town meeting.
• Changes to the Bylaws require a 2/3 approval of the full membership. An active minority will spare no procedural effort to defeat the proposed change in its present form. No one wants an avoidable conflict. The Board can still has means to avoid precipitating a conflict that otherwise seems inevitable.

Of course, the ways and means of conducting E-Board meetings also fails to be transparent in this age of live and low cost webcasting. Interested members can attend E-Board meetings in person. They can sit and listen but cannot speak unless asked to by a member of the E-Board at a board meeting when the membership knows one is taking place and what is on the agenda in advance. For example, the membership bylaws matter is on the E-Board's agenda for tomorrow's meeting. I doubt many, if any, rank-and-file members plan to attend the meeting in Boston because of the additional expense and the hurry-up taking care of business before heading to Boston.

Then there is the matter of when an E-Board meeting is called without any advance notice to rank-and-file members and the E-Board is conducting AALL business by way of a conference call. For example, "[t]he Executive Board met on June 7 by conference call to consider Antitrust FAQs that were drafted to address member questions about antitrust law and AALL." Quoted in The AALL's "Approved" Antitrust FAQ: A BS-Free Resolution for Our Association's De Facto Antitrust Policy. That meeting resulted in official E-Board action, namely approving the Antitrust FAQ.

Transparency implies accountability. Without intending to put words in Betsy's mouth, I view her post as one that is calling the E-Board to be held accountable. For much more, see Betsy's AALL changing definition of Active Members! post. See also Betsy's follow-up posts, Selling your association for a mess of pottage and Regulatory Capture and Professional Associations. In the context of the proposed bylaw revision, she raised the issues of ethics and potential conflicts of interest. As a rank-and-file "active" AALL member, I would argue the case that our fundamental duty is to represent our employer's interests which is certainly doable when our employers support the objectives stated in Article II of our association's bylaws. Under the proposed bylaw changes, will AALL have to institute some sort of "pledge of allegiance" and "good housekeeping seal of approval"  to weed out those vendors who do nothing more than give lip service to AALL's non-binding recommended business practices?

As I have stated already, if the intention is to only include as active members, colleagues working in related fields like knowledge management, competitive intelligence and business development, and those IT/IS functions that relate to evaulating, purchasing and supporting vendor solutions for legal process workflow who are employed by our employers, then I am strongly in favor of that. If others want to point to other library associations that allow vendors to be full members, it would be wise to remember that our market structure is too concentrated for taking that step. It is even much more concentrated than in 1987 when, as Betsy notes, a similar membership revision proposal was considered.

The drafted revision need to be changed. Just like any 1L LW&R instructor would point out, poorly drafted language does reflect sloopy thinking. Based on the background information Betsy provides, don't blame the Bylaws & Resolutions Committee because it is clear that the Committee was taking directions from the E-Board.

"Per request of the AALL Executive Board, the Bylaws and Resolutions Committee presents this language for Bylaws amendments [for Article IV. Membership]."

[JH]