Proposed By-law Change on Number of Trustees
This memo is to provide background for the upcoming discussion and vote on a proposed by-law change to increase the number of Trustees from 15 to 18 by adding three Trustees-at-Large over the next three years (2004, 2005, 2006).
Background. UCAR depends on the Board of Trustees to bring diverse perspectives and collective wisdom to UCAR corporate and community matters. These matters cover a wide range of research, policy, political, financial, and advocacy issues.
At the 2001 Annual Meeting, the Members' Representatives discussed (1) how much more complex the Board issues have become, (2) the need to reflect a broader national constituency on the board, and (3) the reliance on Trustees-at-Large to provide many of these broader skills (see memo distributed for this discussion at http://www.ucar.edu/governance/meetings/oct01/nom_report/trustee_memo.pdf). The Board continued to discuss this issue over the past year and, at their June Meeting, passed the attached resolution seeking a by-law change to address this issue.
Issue. Since 1976, roughly 80 percent of the Board has been Institutional Trustees chosen primarily from faculty, but also has included university administrators such as deans.
The Trustees-at-Large have brought a much different and equally needed perspective to the Board, particularly in the last ten years as the corporation has become more complex.
Trustees with such breadth and expertise benefit the entire atmospheric sciences community, not just UCAR management, because they become informed advocates for our community.
However, rotation of Trustees-at-Large is a slow process:
The proposed bylaw change will allow a greater number of
Trustees-at-Large and a faster rotation process, with two new Trustees-at-Large
elected every year in the steady state.
Action. The Board is asking that the attached proposed by-law change be approved by the Members Representatives at the 2002 Annual Meeting.
RESOLUTION RECOMMENDING BYLAW AMENDMENT
WHEREAS, representatives of the member institutions of UCAR must be the principal source of guidance and governance to the Corporation; and,
WHEREAS, the opportunities, challenges and management responsibilities facing UCAR in the public, private and academic sectors, increasingly demand new skills and perspectives on the Board of Trustees in areas such as financial management, business planning and public affairs; and
WHEREAS, the governance of the Corporation would be enhanced by a somewhat greater number and proportion of Trustees-at-Large, both in attracting the needed experience, skills, and perspectives and in assuring the public of appropriate external oversight of the public funds which constitute most of the Corporationís budget; and
WHEREAS, a ratio between Institutional Trustees and Trustees-at-Large of two to one is sufficient to assure the central role on the Board of member institutions;
NOW, THEREFORE, it is resolved by the UCAR Board of Trustees to recommend to the Members that the bylaws of the Corporation be amended to increase the number of elected Trustees from fifteen to eighteen, with one additional Trustee-at-Large to be elected by the Members Representatives to begin service in 2004, 2005 and 2006.
Proposed Amendment to Article 7, Section 2
Section 2. Number. The number of elected Trustees shall be as set forth below for the period indicated:
Proposed Amendment to Article 7, Section 3