by Kevin Dicciani

After a lengthy back-and-forth discussion, the Chestnut Hill Community Association unanimously voted to adopt a new set of bylaws that would see the number of its at-large directors -- those voted on by membership -- reduced from 24 to 21.

Other measures adopted in the new bylaw set include a reduction in the amount of total board members, consolidating three committees into one, increasing the voting age, altering the length of the term that a president can serve, reworking the requirements for a special membership meeting, and decreasing the number of absences board members can have before they lose their seat.

The bylaws will be voted on by the CHCA’s membership at a special meeting at some point early next year. If approved, the changes would go into effect next April after the CHCA election.

Jack McMeekin, chair of the bylaws committee, told the CHCA’s board of directors on Nov. 17 that the new bylaws were crafted to strengthen the organization’s appeal to foundations and granting agencies. To accomplish that, he said he and his committee, with the help of attorneys Jean Hemphill and John Falco, tried to rid the bylaws of redundancies and make the document “more simplified.” For starters, he said, the committee was able to reduce the document from 32 pages to 20.

“A lot of our intention was trying to look ahead and thinking, ‘Who do we want to tell a different story to than maybe what they’ve heard in the past?’” McMeekin said. “I think we ended up having a more simplified, more forward-looking and more positive set of bylaws.”

The biggest and most contested change to the bylaws was the reduction in the total number of board members. The number of at-large appointed directors has been reduced from 24 to 21, and non-appointed directors, such as institutional and interlocking directors, has been decreased from six to five. To mirror that change, the amount of board members needed to make quorum has been revised from one-third of the total board to 10 members, all of whom must be at-large directors.

“We’ve got such a large board that it’s hard sometimes to really get people to focus on it and sometimes it’s difficult to get a quorum,” McMeekin said. “With a large board, a lot of people just sit, leave early or don’t come. We think this will make for a more manageable and engaged board.”

At first the bylaws committee proposed decreasing the amount of appointed directors from 24 to 18 and non-appointed directors from six to four. But some board members said the reduction, a 25 percent decrease, was too dramatic.

Board member Bob Rossman said that he was against decreasing the amount of board members. He said that by reducing the total amount of people who are eligible to serve as officers on the CHCA’s various committees, it will make the process of filling those open slots more difficult. Moreover, he said the CHCA has decreased the number of board members in the past, and the organization did not become “any more manageable or unmanageable than it is now.”

Board member Mike Chomentowski agreed with Rossman. In the past, when the board had a total of 36 members, he said there was more than one person who wanted to run for a specific position, which led to contested offices and a subsequent election. As of lately, with five members having resigned from the board in this year alone, he said, “We’ve been doing a lot of arm-twisting trying to get just one person to run for office.”

“By shrinking it, we may have become more streamlined, but I don’t know if we’re going to have enough people to fill our offices,” Chomentowski said. “And it’s a lot easier to keep reducing board members than it is to add back on, so I think reducing the number that much is a mistake.”

Chomentowski then pointed to the CHCA’s growing number of endeavors and events as evidence that the organization needs as many seats available as possible. With less spots available on the board, he said that reducing the number of available seats could possibly drive away new community members who want to get involved and serve the organization.

“I hate for the number of spots to shrink to a level where it’s difficult for someone new to be on the board, because I think we should be a mix,” he said.

Board member Patricia Cove said that she could be “swayed either way.” What matters to her, she said, is the level of engagement shown from board members.

“What’s most important to me is that the people who sit here are really anxious and willing to work,” Cove said.

Chomentowski said he would not be in support of the new bylaws if that number had been decreased to 18. Then, after hearing from board members who supported decreasing the board in a modest fashion, the CHCA settled on decreasing the number of appointed directors to 21 instead of 18, and non-appointed directors to five rather than four.

“This really will help us be more efficient and modernize us and set the right message for membership,” CHCA president Laura Lucas said.

The next change to the bylaws, designed to show outside organizations that the CHCA is constantly growing and improving, is the consolidation of three committees into one. The bylaws, nominating and election committees will now be a part of the “Committee on Governance.” The committee will be co-chaired by both the past president of the CHCA and the vice president of operations, and will have five elected directors. McMeekin said the three aforementioned committees are “truly the underpinning of governance,” and as such, for the sake of cohesion, should work together as one under the same umbrella.

To further showcase the stability of the CHCA to outside organizations, McMeekin suggested changing the term of the president from a one-year term, with the ability to serve a second, to a first term of two years with the ability to then serve two consecutive one-year terms.

“That change is to focus us and send the message out to people who were are working with that we are a very stable, long-focused organization,” he said.

The parameters of the CHCA’s special membership meetings have also been altered. Instead of needing only 20 members to submit a petition in writing to the CHCA calling for a special meeting, that number has been upped to 100. The window of time the members have to file that request, however, will remain at no less than 30 days before the special meeting.

The number of absences board members can have before losing their seat is now set at four. McMeekin said that if you miss five meetings, you miss 50 percent of the year’s total board meetings, as there are currently only 10 a year. He said this will encourage board members to take their roles more seriously.

The voting age for the CHCA elections was previously 14 years old, but McMeekin said a more reasonable and realistic age was 18.

Lastly, McMeekin said the committee changed how the bylaws define the CHCA’s fiscal year. Previously the organization’s fiscal year was from April 1 to March 31, but the committee suggested altering it to July 1 to June 30. He said the change reflects how other nonprofits define their fiscal year in its bylaws.

The bylaws passed with a unanimous vote.