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Proposed Bylaws Amendment

21 August 2020

On 20 June 2020, the ASNT Board of Directors approved a motion to present a Bylaws amendment proposal to the voting members for approval. The proposal is shown here. In accordance with the ASNT Bylaws, the proposal was published in the August 2020 issue of Materials Evaluation. Email and printed ballots were subsequently issued to members over the past two weeks, and the voting deadline is 22 September 2020.

We have received several questions from members about the proposal which are addressed below. Additionally, the proposal will be discussed at the virtual Annual Business Meeting to be held on Wednesday, 7 October 2020 at 1:00 p.m. eastern time, through Microsoft Teams. Here is a link to the meeting. You do not need to have Teams installed on your computer or mobile device to participate; just click on the link. Please make sure your computer’s speaker and microphone are working before joining the call. You can also attend by phone; the dial-in access is 1-614-721-1289 (United States), and the Conference ID is 243 841 361#. ASNT will verify the membership status of each participant prior to the start of the meeting.

There are several reasons for making this revision to Article X of the ASNT Bylaws, which changes our process for amending the Bylaws.

• The ASNT Bylaws is an internal document that defines how the Society will be governed. The Board of Directors is, by law and in fact, the body of members charged with governing the Society. They hold the fiduciary duty of governing the Society in accordance with applicable laws and regulations and are held accountable to this by the government and the public. It therefore makes sense for the Board to be responsible for the maintenance of the Bylaws.

• Bylaws are neither simple nor trivial: they are part of a system of governance that includes the ASNT Articles of Incorporation, Bylaws, Policies, and current practices, not to mention federal, state, and foreign nation laws and regulations. The Board has the benefit of training and experience to maintain the Bylaws, and to ensure Bylaws, policies, and practices are consistent and in alignment. This requires the guidance and advice of legal counsel as well as contemporary benchmark information and best practices from within the nonprofit association industry.

• The Board, and in particular, the Executive Committee, interpret and implement the Bylaws on a daily basis within the context of the emerging challenges the association faces and its strategic objectives. The typical member may never have read the Bylaws, may never have been responsible for governance of an organization of our size and complexity, has no experience working with Bylaws, does not have the benefit of association industry information or legal counsel, does not have background information or detailed understanding of the association’s emerging challenges or strategic objectives, and likely is unaware of the implications of changing (or not changing) the Bylaws.

I strongly encourage you to read the Frequently Asked Questions, available here on our website.

If you have further questions, please contact me at