Proposed Changes to the Bylaws

A committee of the Agile Alliance board has reviewed the current bylaws and has proposed changes to update them. Most changes acknowledge past inaccuracies or incorporate newer aspects of the Alliance’s function. You can read the current bylaws here, (Word download) and the proposed bylaws here.  An executive summary of the changes are on this page. Please forward any comments regarding these proposed changes to: bylaws@agilealliance.org so that they may be addressed in the upcoming member meeting. The e-ballot that members will receive to vote for new board members will include a provision to approve these revised bylaws.

 

Agile Alliance Bylaws Proposed changes Executive Summary

Prepared by Phil Brock, Managing Director

June 26, 2010

Changes are in bold.

Article 2: Purpose. Agile Alliance is a trade association devoted to the improvement of business conditions in the software industry, a 501©(6) .

The corrects the original bylaws which were based on an application for 501(6)(3) status, which was not granted to the organization by the IRS. The correct status is 501©(6)

Article 3.

The Board. Section 5

The Board appoints the Conference Program Director to serve as a voting member of the Board on an annual basis. – was – The Board may appoint the Conference Program Director to serve as a member of the Board on an annual basis.

Section 7. Place of Meetings.

Meeting location shall be determined by the board chair and managing director. Was: Meeting location shall be determined by resolution of the Board.

Section 8. Regular Meetings. The Board shall meet at least once every six months. At least 5 business days prior to the meeting, notice of the time and place of the regular meeting shall be delivered personally to the Board members in writing, email or by telephone. Was: notification was 14 days in advance.

Section 12. Conduct of meetings Any member may observe Board meetings. However, the Board reserves the right to close meetings or parts of meetings to non-Board members for personnel or other purposes to protect privacy at the discretion of the Executive Committee. Was: meetings could be closed by majority vote of the board

Article 4, Officers Section 4: It shall be the Board’s responsibility to elect a new officer to fill vacant offices within sixty (60) days. Was: It shall be the Board’s responsibility to appoint a new officer to fill vacant offices within thirty (30) days. Section 6: Added: g) Serve as chair of the Executive Committee

Section 7. Duties of Secretary. Added: a) Maintain a record of minutes of all meetings of the Board and Executive Committee;

j) Serve as member of the Executive Committee

Section 8. Duties of Treasurer.

b) Periodically, and on at least a quarterly basis, cause excess monies to be swept from inactive programs into the depositories of the organization; was: Periodically, and on at least a quarterly basis, cause excess monies to be swept from the various programs into the depositories of the organization; c) Disburse, or cause to be disbursed, moneys of the organization as directed by the Board, and maintain oversight of proper records of such disbursements; was: Disburse, or cause to be disbursed, moneys of the organization as directed by the Board, keeping proper records of such disbursements;

Added: i) Serve as member of the Executive Committee

Article 5 Board Committees

Section 2. Executive Committee The Board may, by a majority vote of its members, designate an Executive Committee consisting of not less than four (4) Board members (Board Chair, Treasurer, Secretary, and board member-at-large and the managing director) and may delegate to such committee the powers and authority of the Board in the management of the business and affairs of the organization, to the extent permitted, and except as may otherwise be provided, by provisions of law.

This calls out the specific makeup of the Executive Committee.

The Executive Committee shall keep regular minutes of its proceedings, cause them to be maintained with the corporate records, and report the same to the Board from time to time as the Board may require. Was: The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the Board from time to time as the Board may require. (Executive Committee minutes will not be filed with corporate records.)

Article 6. Administration Section 3: If terminated, or in the case of resignation, it shall be the Board’s responsibility to appoint a new Managing Director to fill the vacant position within one hundred twenty (120) days.

Was: period was 30 days to appoint new managing director.

Section 5. Duties of the Managing Director.

Added: i) Serve as a voting member of the Executive Committee.

Article 7. Programs.

Section 2: How A Program Operates

The Program Directors will submit their plans and budgets annually to the Board for approval. Program Directors will provide quarterly progress reports to the board. The staffing and execution of each program is up to the director of that program.

Was: The Program Directors will submit their plans and budgets to the Board for approval. The staffing and execution of each program is up to the director of that program.

Section 4. Program Director

All Program Directors are responsible for managing their programs according to the program description and budget approved by the Board at the start of each fiscal year. If the Director is terminated and the program not terminated, the Board is required to appoint an acting Program Director within (90) ninety days.

Was: period was 30 days for appointment

Section 6. To Maintain Program Status.

a) The Program Director or a designated representative must attend three (3) Board meetings during the course of each year, either physically or electronically;

Was: The Program Director or a designated representative must attend more than half of the Board meetings during the course of each year, either physically or electronically;

Deleted: The Program Director must submit membership rosters at least annually;

c) The Program Director must submit status reports and financial statements quarterly to the managing director and board;

was: The Program Director must submit status reports and financial statements quarterly to the Managing Director and Treasurer;

d) The Program must maintain a program presence at the Agile Alliance website, in accordance with the standards and conventions established by the Agile Alliance website Product owner.

Was: The Program must maintain a program presence at the AgileAlliance website, in accordance with the standards and conventions established by the AgileAlliance Website Program;

Section 8. Program Debts.

Added: A program fiscal year may be specified to not coincide with the Agile Alliance fiscal year.

Article 8. Membership. Section 1. Privileges.

Members shall receive full access to the materials and stored knowledge of the Agile Alliance, as made visible through an Agile Alliance website. The Board shall ensure that all members are fully and equally cognizant of Agile Alliance activities, communications, and progress in furthering the vision, mission, and goals of the Agile Alliance.

Was: Section 1. Privileges. Members shall receive full access to the materials and stored knowledge of the AgileAlliance, as made visible through an AgileAlliance website program. Members shall be able to attend the annual AgileAlliance conference and all meetings with full privileges to participate in all sessions, including working sessions. The Board shall ensure that all members are fully and equally cognizant of AgileAlliance activities, communications, and progress in furthering the vision, mission, and goals of the AgileAlliance.

Section 2. Obligations.

Members shall support the vision, values, mission, goals, and ethical standards of the Agile Alliance, and agree to these Bylaws. Membership is contingent upon acting in such a manner.

Was: Section 2. Obligations. Members shall indicate an interest and desire to improve their knowledge and competency in the application of agile processes. Members shall support the vision, values, mission and goals of the AgileAlliance, agree to these Bylaws, and desire to develop software or cause software to be developed using agile processes. Membership is contingent upon acting in such a manner as to promulgate the development and use of agile processes.

All instances of “AgileAlliance” have been changed to “Agile Alliance.”