Membership Votes in Favor of Proposals on Bylaws Changes
Voting on proposals to amend the Bylaws opened on May 28, 2019 and closed on June 18, 2019. The HathiTrust membership voted to approve both proposed amendments to the Bylaws with 107 of 131 voting members responding. Both proposals received far more Yes votes than needed for approval. Both also received a few No and Abstain votes. Details on the Bylaws amendments can be found below.
Outcome of Weighted Voting
Board of Governors YES: 130 weighted votes (103 members) NO: 2 weighted votes (2 members) ABSTAIN: 2 weighted votes (2 members)
Officers YES: 131 weighted votes (104 members) NO: 0 votes ABSTAIN: 3 weighted votes (3 members)
The HathiTrust Board of Governors propose changes to the HathiTrust Bylaws that require a vote of the membership by June 18, 2019.
First Change: Board of Governors
What is the first change?
The text of the Bylaws would be amended so that member of the Board, who is serving on its Executive Committee, would — if necessary — have their term of service on the Board extended to allow them to finish their term of service on the Executive Committee.
Why is this change necessary?
Board of Governors members serve three year terms, which is the same length of service for members of the Executive Committee. Board members are not usually appointed to the Executive Committee until they have served at least one year on the Board.
If a member joins the Executive Committee a year after their Board term begins, their term would end before they complete their Executive Committee roles. This disrupts continuity of leadership, and in the long run can result in fewer elected Board members serving on the Executive Committee.
What is the exact Bylaw change?
Changes to the Bylaw are indicated in bold text below.
ARTICLE V — Board of Governors
Section 1 — Powers and Composition
The Board of Governors shall be composed of not less than twelve members nor more than fourteen, appointed and elected, in addition to the Chief Executive Officer and the Chair of the Program Steering Committee, who shall serve as ex-officio, non-voting members... An officer of HathiTrust who is serving as a member of the Executive Committee may continue to serve as a member of the Board until the expiration of the officer's term despite the fact that the individual's normal, three-year term as member of the Board of Governors may have expired. Only member representatives may stand for election to the HathiTrust Board of Governors.
Section 3 -Terms of Office
Board members shall serve three-year terms except as specified under Section 1 above.
What is the second change?
The text of the Bylaws would be amended so that the Officer’s section is consistent with other sections of the Bylaws that describe the selection of the Program Steering Committee Chair (Article VI - Officers, Section 6 - Chair of the Program Steering Committee).
Why is this change necessary?
The change corrects an omission from a previous change in the bylaws that concerned the Chair's selection.
What is the exact Bylaw change?
Changes to the Bylaw are indicated in bold text below.
ARTICLE VI — Officers
Section l — Officers
The officers of HathiTrust shall be a chair, a chair-elect/treasurer, and a past-chair, and such other officers as the Board shall deem desirable. Such officers shall have the authority and perform the duties prescribed from time to time by the Board of Governors. With the exception of the chair of the Program Steering Committee, all officers shall come from the Board of Governors. The Chief Executive Officer and the chair of the Program Steering Committee shall be ex officio, non-voting members of the Board of Governors.
Additional Resources
Webcast Slides: Your HathiTrust: An Introduction to HathiTrust Governance, May 21, 2019.
Voting & Schedule
The vote will run from May 28, 2019 through June 18, 2019. An electronic ballot will be sent to official member representatives for their vote. Votes will be calculated following the weighted voting model in use since the 2011 Constitutional Convention:
Votes are weighted by calculating the square root of the volumes contributed and dollars spent.
Minimum vote weights will be rounded up to a value of one (1) so that no institution has a vote with a weight of less than one.*
Voting weights will be calculated using data current as of December 31, 2018.
Responses must be submitted by designated Member Representatives or a designate.
Questions
Questions about the process or qualifications may be directed to Melissa Stewart at mmstewa@hathitrust.org.
* More information about the weighted voting model can be found here: https://www.hathitrust.org/explanation-of-weighted-voting
This page will be updated with additional material as it becomes available.