Attention AFSA Members,

The Governing Board is proposing nine bylaw amendments to be voted on during the 2023 AFSA Elections. The proposed bylaw changes would:

1. Shorten the AFSA Governing Board election voting period;
2. Change procedures for accepting write-in candidates in Governing Board elections;
3. Change Governing Board residency and participation requirements to allow for virtual participation by some members;
4. Change requirements for Committee on Elections membership, and make the Governance Committee and Legal Defense Committee permanent committees;
5. Constrain the Governing Board’s ability to enter into non-essential multi-year financial commitments;
6. Change the threshold for member-initiated referenda and bylaw amendments;
7. Remove the requirement for Governing Board approval of AFSA associate members;
8. Streamline wording on post representatives and AFSA chapters; and,
9. Allow the Governing Board to meet and cast votes virtually during public emergencies.

The changes would become effective immediately if approved by two-thirds of the valid votes received from members.

Explanation of Proposed Changes:

Amendment Number 1 – Election Period

Amend Article VIII, Section 2(h) by striking “no fewer than 45 days after the mailing of the ballots” and inserting “no less than 15 days after the mailing of the ballots.”

Justification: The current 45-day voting period for AFSA elections was established in the era when all voting was by paper ballots mailed to members and mailed back by them. In the 2020 AFSA elections, 98 percent of votes were cast online and only 49 were cast by mailed ballot. The long election period can be shortened by reducing the voting window from 45 to 15 days. Members who wish to vote by mail may still do so. Months before the start of the voting period, AFSA will send an AFSAnet and print a notice in The Foreign Service Journal inviting interested members to request ballots which AFSA will then mail to them weeks before the start of the 15-day voting period.

Amendment Number 2 – Election Procedures

Amend Article VIII, Section 2(i) by adding “For any position receiving only write-in votes, if the leading candidate does not receive at least five votes, then the Governing Board shall fill the position.”

Justification: In recent election cycles, Governing Board positions in the Foreign Service agencies having fewer than 300 members sometimes have had no candidates or have had several write-in candidates supported by only one member. The current bylaws do not establish procedures for filling the position in such situations.

Amendment Number 3 – Governing Board Residency and Participation Requirements

Amend Article V, Section 8 by striking the current text and inserting “The president, secretary, treasurer, constituency vice presidents, and representatives of constituencies with more than 299 members shall participate via in-person attendance at regularly scheduled meetings of the board within 60 days of taking office on July 15 or appointment to office thereafter, and throughout their term in office. If they are unable to participate via in-person attendance at regularly scheduled meetings of the board, e.g., because of transfer, they shall submit their resignations. Representatives and alternate representatives of constituencies with fewer than 300 members may participate virtually in board meetings. Board members may be removed from office by a majority vote of the board after four absences in any 12-month period from regularly scheduled meetings of the board.”

And amend Article V, Section 5(b) by striking “A majority of the members of the board shall constitute a quorum and must be present for any vote. Board members who will be outside the Washington area for a board meeting may leave a written proxy with another board member who shall vote that proxy in accordance with the wishes of the absent member or, absent indication of such preferences, in accordance with his or her own preference” and inserting “A majority of the members of the board shall constitute a quorum either by in-person or virtual attendance. Board members required by Article V, Section 8 to participate via in-person residence may participate virtually two times in any 12-month period. Board members unable to participate in-person or virtually at a given board meeting may leave a written proxy with another board member to vote on behalf of that absent member.”

Justification: Experience with virtual Governing Board meetings during the COVID-19 pandemic showed that it can be done, but that in-person meetings allow for better discussion and decision making. Nevertheless, given the recurring difficulty of finding members to fill the representative and alternate representative positions of the Foreign Service agencies having fewer than 300 members, opening those positions to candidates anywhere in the world may make it easier to fill those positions. And while those board members would then necessarily have to participate virtually, it is still important for the purposes of discussion and decision making for the locally resident board members to participate in-person most of the time.

Amendment Number 4 – Standing Committees

Amend Article VII, Section 1 by striking in Section (b) “The Committee on Elections shall be composed of at least five members, including a chair and at least one member from each constituency” and inserting “The Committee on Elections shall be composed of at least five members, including a chair and at least one member from each constituency when possible.”

By inserting a new Section (g) “Governance Committee: The board shall appoint and determine the terms of the chair and members of the Governance Committee who, under the overall guidance of the board, shall make recommendations for amendments to bylaws and new or updated standard operating procedures.”

And by inserting a new Section (h) “Legal Defense Fund Committee: The board shall appoint and determine the terms of the chair and members of the Legal Defense Fund Committee who, under the overall guidance of the board, shall make recommendations to the board for disbursements from the Legal Defense Fund and fulfill other duties as assigned by the Fund’s Standard Operating Procedures.”

Justification: The amendment regarding the Committee on Elections responds to the reality that it is not always possible to find volunteers from the smaller Foreign Service agencies to serve on that committee. The two bylaw additions establish the Governance Committee and Legal Defense Fund Committee, which have operated as ad hoc committees in recent decades, as permanent committees.

Amendment Number 5 – Multi-Year Financial Commitments

Amend Article V, Section 2 adding a new subsection (h): “The board may not enter into multiyear financial commitments beyond its term of office plus 90 days except for ongoing multiyear commitments that are critical to the daily operation of the association, such as cleaning, maintenance, information technology, telephonic services, and/or accounting software and database management. This provision may be overridden by a supermajority vote of two-thirds of the board.”

Justification: This provision prohibits the board from making long term financial commitments that subsequent boards must continue to honor unless a two-thirds supermajority of the board finds that it is in the best interest of the association.

Amendment Number 6 – Referenda and Bylaw Amendments

In both Article IX, Section 2 and Article X, Section 1(a) strike “100 regular members” and insert “two percent of regular members.”

Justification: Currently just 100 out of AFSA’s 16,800 members can trigger a membership-wide referendum or bylaw amendment vote. Triggering such a vote outside of the regular bi-annual voting period would cost over $30,000 to conduct. Raising the threshold to two percent of the membership (currently approximately 336 members) would ensure that the substantial added expense would only be borne if a significant number of members called for it.

Amendment Number 7 – Board Approval of Associate Members

Amend Article III, Section 3 by striking “by the board.”

Justification: The current requirement for the Governing Board to vote to accept or decline applications for associate membership is a poor use of Governing Board meeting time. That task can be delegated to an ad hoc committee of the board or to AFSA staff.

Amendment Number 8 – Chapters and Post Representatives

Amend Article VII, Section 3 by striking the current text and inserting “Post Chapters and Representatives: Regular members assigned outside of the Washington area may form a chapter for their post and elect an AFSA representative. In the absence of such an election, AFSA may appoint such a representative. The activities of chapters and their post representatives shall be consistent with these bylaws, the board's guidance, and the association's agreements with the foreign affairs agencies.”

Justification: This streamlines the current wording.

Amendment Number 9 – Meetings during Public Emergencies

Amend Article V, Section 5 by adding a new subsection (c): “Should local regulations, emergency declarations, or general safety or security conditions warrant, board meetings may be held virtually by agreement of a simple majority of board members. Any votes taken during such meetings shall count as final and will not require recertification during an in-person meeting.”

Justification: This allows the Governing Board to continue to make decisions even if it is unable to meet in person due to safety or security conditions.

Procedures:

The complete bylaw amendment procedure can be found in Article X of the AFSA bylaws, which are available online at www.afsa.org/bylaws. The AFSA Committee on Elections is responsible for conducting the polling on amendments. The process of amending the AFSA bylaws requires notification to the AFSA membership, with a 45-day period for submission of statements in opposition. That 45-day window closed on December 12, 2022, without any statements in opposition received.

Questions may be sent by email to election@afsa.org or to:

Chair, AFSA Committee on Elections
2101 E Street NW
Washington, DC 20037