2022 Constitution Amendments

The Shakespeare Association of America has grown significantly since its founding 50 years ago and now does so much more to serve its members. In light of this expansion, the Board of Trustees formed an ad hoc Bylaws Committee to advise on adjustments to governance structures to respond to those changes. During 2021-22, the Committee issued two surveys to solicit member feedback on how to bring more continuity, representation, and expertise to the association’s leadership. The member responses they received to their November 2021 survey shaped three recommendations for changes to the SAA Constitution, which respondents to their February 2022 survey widely supported. Additional member suggestions for further Constitutional changes will be discussed in future years, but the Board of Trustees believes that the time is now right to ask for a formal member vote on these three amendments.

Why have a Treasurer?

Creating the role of Treasurer would formalize the role of the current Financial Advisor, an important first step in supporting review and planning of our financial affairs. Survey respondents overwhelmingly agreed that a Treasurer will help ensure fiscal responsibility in the future. A vast majority recommended this role should be appointed rather than elected, to ensure the person has the relevant financial experience. In the future, the Bylaws Committee will explore the option of creating a Finance Committee, which a significant number of respondents supported.

Why expand the size of the Board from 9 to 12 Trustees?

The SAA membership has grown tremendously over the last few decades, but the size of the Board has not. When the Bylaws Committee looked at other professional associations like SAA, they found that their boards tend to include 12 to 15 people. Survey respondents strongly agreed that expanding the Board would better distribute the workload and pave the way for greater inclusion and representation. They also suggested many alternative models for electing trustees, which the Bylaws Committee plans to investigate.

Why increase the President’s term from one to two years?

Currently a person elected as Vice-President serves a single year in that role, followed by a one-year term as President, and then a year as Immediate Past President. Many officers see a three-year rotation as too little time to develop the knowledge and experience needed to best guide the organization. Moreover, a single year as President is too short to achieve concrete goals. Survey respondents agreed that extending the President’s term will offer greater continuity in the SAA leadership and align the term of service with those of our peer societies. Members also proposed many additional ways to build leadership experience and expand the pipeline, and the Bylaws Committee will explore these suggestions.

Language of Constutional Amendments

Section

Current Language

New Language

IV.1

The affairs of this Association shall be governed by a Board of nine (9) Trustees, who shall be Members of the Association. One member of the Board of Trustees shall be the annually elected Vice-President of the Association, automatically to become President the next year, who shall serve as Chair of the Board of Trustees during the year of his/her tenure in office as President.

The affairs of this Association shall be governed by a Board of twelve (12) Trustees, including the President, Vice-President, and immediate past President. All Trustees shall be Members of the Association.

IV.2

Term of Office. Three (3) Trustees, one of whom will be the incoming Vice-President, will be elected annually by the membership for terms of three (3) years. A one-year term shall be defined as extending from the beginning of one annual meeting to the beginning of the next. A three-year term shall be defined as extending the length of three one-year terms.

Election and Term of Office. Exclusive of the Vice-President, three (3) Trustees shall be elected annually by the membership for terms of three (3) years. A one-year term shall be defined as extending from the beginning of one annual meeting to the beginning of the next. A two-year term shall be defined as extending the length of two one-year terms. A three-year term shall be defined as extending the length of three one-year terms. A four-year term shall be defined as extending the length of four one-year terms.

V.1

The Executive Committee shall consist of the Association’s current President, the Vice-President, the immediate past President, and the Executive Director (ex officio).

The Executive Committee shall consist of the Association’s current President, the Vice-President and/or the immediate past President, the Treasurer (ex officio), and the Executive Director (ex officio).

VIII.2

Election of Officers. The election of the President-elect (i.e., Vice-President) shall take place annually by ballot of the membership.

Election and Terms of Officers. The Vice-President (i.e., President-elect) shall be elected biannually by the membership for a term of four (4) years, comprising a one-year term as Vice-President, automatically followed by a two-year term as President and then a one-year term as immediate past President.

VIII.8.b

The Vice-President shall succeed to the Presidency of the Association upon the death, disability, or resignation of the President and shall automatically become President after serving one year as Vice-President. The Vice-President shall serve on the Executive Committee and shall chair the program planning meetings at the annual meeting.

The Vice-President (or in years when there is no Vice-President, the immediate past President) shall succeed to the Presidency of the Association upon the death, disability, or resignation of the President and shall automatically become President after serving one year as Vice-President. The Vice-President shall serve on the Executive Committee and shall chair the program planning meetings at the annual meeting. In years when there is no Vice-President, the President shall chair the program planning meetings at the annual meeting.

IX (title)

Article IX: Executive Director

Article IX: Executive Director and Other Personnel

IX.1

The Executive Director shall sign all leases, mortgages, deeds, contracts, and other written instruments and promissory notes, upon approval of the Board of Trustees; and he or she may sign all contracts necessary in the normal course of business; shall sign all checks; and shall serve as Treasurer.

The Executive Director shall sign all leases, mortgages, deeds, contracts, and other written instruments and promissory notes, upon approval of the Board of Trustees; and the Executive Director may sign all contracts necessary in the normal course of business; and shall sign all checks.

IX.7

[none]

The Board of Trustees shall appoint for a three-year renewable term a Treasurer to advise on financial matters.

IX.8

[none]

Appointed positions do not carry voting rights.

FAQs on the 2022 Constitutional Amendments

(prepared by the SAA Bylaws Committee)

What tasks will the Treasurer undertake?

The Treasurer will develop an annual budget in consultation with Executive Director, provide trend analysis and long-term financial projections to support planning, and review bookkeeping records, investment fund returns, income and expenditures, compliance, and the annual audit.

If we don’t have a Treasurer, who’s been taking care of SAA finances all these years?

The original SAA Constitution names the Executive Director as the Treasurer. As the organization has grown, so has the amount of work this role entails. Last year the Board appointed a Financial Advisor with non-profit financial experience to support the Executive Director and the Board. Creating a Treasurer position would formalize this arrangement.

How big is the Board of Trustees currently?

The Board is currently composed of six Trustees, plus the Vice-President, President, and Immediate Past President. See our current governance structure below.

Sometimes you say “the Board,” and sometimes you say “the Trustees.” Which is it?

We use those terms interchangeably.

How many Board members are elected each year currently, and how would this change?

Two new Trustees are currently elected each year to “at-large” seats on the Board for three-year terms. In the future, three would be elected each year. As is currently the case, terms would be staggered, so there would always be some more experienced Trustees on the Board.

How long will it take for the Board to reach the full size of 12 Trustees?

It will take three years, since two of the current members will cycle off the Board each year for the next three years, and three new members will be elected to replace them.

How will the extension of the President’s term of office affect the election cycle?

This change means that in some years there will be no Vice-President or Immediate Past President. See the phase-in and rotation cycle below.

YEAR	VICE-PRESIDENT	PRESIDENT	IMMEDIATE PAST PRESIDENT
*Current*	Ian Smith	Bernadette Andrea	Farah Karim-Cooper
*Year 1*	Individual A	Ian Smith	Bernadette Andrea
*Year 2*	(no election)	Individual A	Ian Smith
*Year 3*	Individual B	Individual A	(vacant)
*Year 4*	(no election)	Individual B	Individual A
*Year 5*	Individual C	Individual B	(vacant)
*Year 6*	(no election)	Individual C	Individual B
*Year 7*	Individual D	Individual C	(vacant)
*Year 8*	(no election)	Individual D	Individual C

Why do we never elect a President, only a Vice-President?

When we elect a Vice-President, we are really choosing a President-elect. This allows for one year of on-the-job “training” for the Vice-President before they succeed to the Presidency. After they serve as President, they stay on one more year in the capacity of Immediate Past President.

Isn’t a year as Vice-President long enough for a new President to learn the ropes?

Many former Presidents don’t think so. Currently the Vice-President and President have very different duties and responsibilities, so the Vice-President doesn’t actually shadow the President during that initial year very closely. Some Vice-Presidents also have not served on the Board before and are thus unfamiliar with how SAA works.

Don’t we need more fresh ideas and thus more turnover in Presidents?

New ideas are great, but developing them into concrete plans frequently takes more than one year. The President must engage in thoughtful discussion with the Board and the membership as a whole, and sometimes ad hoc committees must be appointed to research complex issues and make recommendations. We think expanding the size of the Board will help introduce new ideas as well as increase the labor capacity needed to enact them. Meanwhile, we need continuity in the Presidential role to help coordinate and see through those plans.

I suggested other ways to elect the Board, increase representation in governance, enhance continuity, improve the conference, etc. Why aren’t these reflected in these amendments?

You all have fantastic ideas! The Bylaws Committee plans to explore these suggestions in the coming months and years, and we will need your support to turn them into concrete proposals. You can expect to hear from us repeatedly, and we hope you will respond when we send out future surveys. Together we can build an SAA that responds to our interests and strengthens our community.