by Carolyn Satter, USITT President, and Paul Brunner, USITT Secretary

The USITT Board of Directors met Aug. 13-14, 2021 in New York City for their first face-to-face meeting in two years. Board members who were not able to attend in person attended virtually via Zoom. Members of the National Office staff and members of the Bylaws Committee were also in attendance.

The Board had two presentations from the Institute’s legal counsel from the firm of Barclay Damon, LLP. The first presentation, by attorney Ross Greenky, covered mandated New York State training in harassment. Required annually for staff members, the Board was included in the training to help everyone understand the subject according to New York law, under which USITT operates.
 
Attorney Chris Greene presented the second training on governance and the New York State Not for Profit Corporation Law. In a review of the USITT bylaws, counsel discovered several instances that were no longer compliant with New York State law, particularly regarding the designation of committees and the function of officers. Of note, the omission of having bylaws reviewed by counsel has been an oversight of this Institute’s leadership. The last review was in 2013.
 
USITT has long elected various vice-presidents who had functional duties, such as Vice-President for Conferences, actively engaged in operations of the Institute. Counsel advised the Institute that these positions were not compliant under the current New York State Not for Profit Corporation Law.

While there is no law against electing one or more vice-presidents, those elected to those positions cannot have an operational component. The vice-president must function as a governance entity. For example, the vice-presidential description could be that the VP would assume presidential responsibilities if the sitting president was no longer able to fulfill the duties of their office.
 
The Board discussed the presentation and asked questions of Mr. Greene for nearly two hours.
 
The result of this meeting is a reworking of the paper structure of the Institute. This means terms like “standing committee” will be replaced by terms like “Committee of the Board” and “Committee of the Corporation.” The Board voted unanimously to remove Article V Section V from the bylaws, which deals with vice-presidents. Those currently holding these offices will serve out their terms, in accordance with New York State law, but no further vice-presidents will be elected.
 
However, the work of those individuals will continue in the role of committee chairs for areas such as membership, publications, and conference. Members will continue to be in leadership roles and work together with the Institute’s professional staff to produce the programming and events that have grown over the years.
 
This entire process will take three years to complete. Those vice-presidents who took office on July 1, 2021 will remain on the Board and in office through their elected term.
 
The Bylaws Committee will be working with various components of the Institute to craft the necessary changes to bylaws as well as policies and procedures during this time to ensure that opportunities for participation and leadership are clearly defined and promoted to the membership.