The two proposed amendments are explained in detail here.

What does the amendment do?

The proposed bylaw improves the Academy’s governance in several ways:

• It puts decision-making responsibility where it belongs, with the Board of Directors, who have fiduciary duty to act in the best interests of the Academy as a whole.
• It removes a vague and confusing limit on the Board’s authority—which gives rise to challenges even when the Board is clearly acting appropriately—and replaces it with clarity.
• It retains the right of members, acting together, to propose an amendment to the bylaws (or reverse an amendment enacted by the Board) while clarifying the process for such member-initiated amendments.

Why is this amendment necessary?

• Our organization has grown from a very small profession to an organization of approximately 20,000 members with significant self-regulatory responsibility. Rules that may once have been appropriate for a small membership organization are no longer appropriate for the Academy.
• As the result of ambiguities and gaps in the existing rules, it is difficult to establish clear rules for member-initiated amendments, potentially leading to protracted and paralyzing disputes.
• The Academy needs a modern governance model suited to its current responsibilities and consistent with modern approaches to the governance of large self-regulatory organizations. It is essential that the Academy be governed by individuals with fiduciary responsibilities to the Academy as a whole, rather than by factions or individuals without those responsibilities.

What are the key differences between the proposed bylaw and the one it replaces?

• A vague and potentially contentious limitation on the types of amendments the Board can adopt is eliminated.
• The ability of members to initiate bylaw amendments is retained, but with clarifications of such things as time frames and what must be submitted.
• A member-initiated bylaw amendment that meets those requirements would be submitted to the Board, and, if agreed to by two-thirds of the Board members voting, would be submitted to the membership. If two-thirds of the members voting support the amendment, then it would be adopted.