Over the last few months, ACVS has highlighted necessary and suggested Constitution and Bylaws amendments that support the proposed governance change. The amendments aim to improve clarity, strengthen governance practices, and ensure that the bylaws remain focused on essential structure and authority while operational details are managed through board-approved policy.
This article provides details on several updates to the Board of Regents and Officers sections of the bylaws:
- Updating the process for filling board vacancies
- Removing the 10- and 13-year membership requirements
- Streamlining election procedures
- Adding clear processes for resignation and removal
- Clarifying regent and officer compensation and reimbursement
- Formally establishing the role of chief executive officer
Updating the process for filling vacancies
The current ACVS Constitution and Bylaws require a special election to fill any mid-term regent vacancy. The proposed change shifts the process for filling a mid-term regent vacancy from conducting a special election to the Board of Regents making an appointment for the remainder of the unexpired term. In this approach, the Nominating Committee would issue a call for interested applicants, conduct a structured, rubric-based evaluation, and provide a recommended candidate to the board for appointment. This process ensures that vacancies are filled through a fair, competency-driven review rather than a rapid election that may limit participation or candidate visibility.
Moving to an appointment process also avoids the significant time, cost, and administrative burden of running special elections, especially when vacancies may arise unexpectedly or close to key governance deadlines. Most importantly, this approach helps maintain continuity of leadership by ensuring the board remains fully staffed and able to carry out its responsibilities without disruption. Appointments would apply only to the remainder of the existing term, preserving member control over who serves in full elected terms going forward
The proposed language also provides a structured process for filling vacancies in officer roles, including automatic succession to chair and president and appointments for president-elect and treasurer roles based on recommendations from the Nominating Committee. These amendments ensure continuity and minimize disruption.
Removing the 10- and 13-year membership requirements
A proposed revision to the bylaws eliminates the current requirement that regent candidates must have been members for at least ten years, and officer candidates must have been members for at least thirteen years. While originally intended to ensure adequate experience, the thresholds are arbitrary and restrict the pool of qualified candidates, particularly those who have built substantial expertise, leadership capability, and engagement within the College in fewer than ten years.
Removing this barrier broadens access to leadership roles and allows the Nominating Committee to evaluate candidates based on demonstrated qualifications, contributions, and readiness rather than the length of membership. This change supports a more diverse, inclusive, and representative leadership pipeline and ensures the College can tap into strong emerging leaders who may otherwise be excluded by an unnecessarily rigid time-based requirement.
Streamlining election procedures
A proposed amendment would remove highly detailed election procedures from the bylaws and, instead, place them in a board-approved policy. This change preserves the essential governance requirements—the Nominating Committee proposes a slate, the board approves the slate, and members elect the president-elect and regents at a special meeting—while shifting procedural steps such as proxy handling, ballot formats, voting timelines, and notification requirements into a more flexible policy document.
Moving these operational details out of the bylaws provides significant benefits. Policies can be updated more easily as technology evolves, election best practices change, or administrative needs shift, without requiring a formal bylaws amendment process. This approach ensures the election process remains transparent, consistently applied, and aligned with modern standards, while keeping the bylaws focused on core authority and structure.
Adding clear processes for resignation and removal
New recommended content will formally establish clear, step-by-step procedures for both resigning from the Board of Regents and, when necessary, removing a regent. By specifying how notice must be provided, when a resignation becomes effective, and under what conditions removal may be considered, the bylaws create a transparent and predictable framework for managing leadership transitions. This clarity helps prevent confusion, disputes, or inconsistent handling of sensitive situations. Establishing a high threshold for removal also protects against arbitrary actions, ensuring that any decision to remove a regent is grounded in defined criteria and thoughtful deliberation.
These additions align the College with governance best practices, promote accountability, and provide confidence, both for those serving on the board and for the membership, that leadership changes are handled responsibly, fairly, and in a manner that supports organizational stability.
Clarifying regent and officer compensation and reimbursement
New recommended content will explicitly affirm that both regents and officers serve in a volunteer capacity and are not compensated for their governance service. At the same time, the bylaws specify that reimbursement is permitted for eligible expenses under a formal board-approved policy. This clarification aligns with governance best practices and strengthens transparency and accountability by clearly outlining the financial parameters of board service, preventing misunderstandings about compensation, and ensuring consistent treatment across leadership roles.
Formally establishing the role of chief executive officer
New recommended content will formally define the chief executive officer as the College’s chief employed officer, responsible for managing day-to-day operations and staff under the direction of the Board of Regents. This formal recognition clarifies the chief executive officer’s authority, responsibilities, and reporting structure, ensuring that both leadership and staff have a clear understanding of operational oversight.
This addition promotes operational efficiency, allows the Board of Regents to focus on strategic priorities, and aligns with governance best practices by clearly separating the oversight responsibilities of the board from the management responsibilities of the chief executive officer.
ACVS will continue to provide regular updates as the College moves through the governance change process. Questions and comments are encouraged and should be sent to ACVS Membership Director Adam Seery at aseery@acvs.org or posted in the new Governance Updates and Questions discussion group in ACVS Connect.
