ABA Board Announces Proposed Bylaws Changes

The ABA Board of Directors is responsible for four ABA hires: the wealth manager, the auditor, the CEO, and the general counsel. Every three years they review each vendor as part of their checks and balance process. In 2023, the ABA Board hired a new general counsel as part of that review and, as part of the onboarding with the new general counsel, counsel reviewed all of ABA’s legal docs such as the association’s letter of incorporation, IRS Forms 1024 application and determination letter, and the ABA’s Bylaws.

Bylaws are an association’s legally required rules and regulations. ABA’s Bylaws need to be in compliance with New York state law since ABA is incorporated in the state of New York. ABA’s Bylaws are separate from its Governance Policies — policies that are more operational and not dictated by law; ABA’s Governance Policies are currently under review by the Board — and both are always posted on BookWeb.org.

As part of the Board’s annual duty to review the Bylaws, over the course of two Board meetings and asynchronous work in between, the ABA Board reviewed ABA’s new general counsel’s recommendations to streamline ABA’s Bylaws, ensure compliance with the law, and clarify language where needed. The resulting proposed revised Bylaws are in compliance with the law, in line with best practices, and hopefully easier to understand and more accessible than ABA’s current Bylaws. The ABA Board has voted unanimously to recommend these Bylaws changes to the membership and, in accordance with the ABA’s current Bylaws, next the membership will vote on whether to approve them.

The vote will be announced as new business at the May 23, 2024 ABA annual meeting and voting will commence that day via an online form. The deadline for voting will be June 21, 2024 at 11:59 pm ET.

In accordance with the current ABA Bylaws, 10% or 100 members, whichever is less, constitutes a quorum and a majority of those voting must approve the Bylaws changes for the proposed new Bylaws to pass. The last time the ABA Bylaws were revised was October 6, 2021. 

Please review the current Bylaws as well as the proposed revised Bylaws.

To help members understand the goal of these changes, ABA has also put together an in-depth look at the proposed changes.

For the next few months ABA members will have the opportunity to discuss the proposed Bylaws and ask the Board questions. Members are always welcome to email the ABA Board at [email protected].

The Board will also be available in person during Winter Institute, both informally throughout the conference and formally during the Community Forum at 10:45 am ET on February 14. The Board will also be hosting one of their regular Board Office Hours/ ABA Open Houses at 5:00 pm ET on Friday, April 19.

Ballots will be sent via email to members on May 23, 2024.