posted by CAA — Dec 03, 2018
On November 16, 2018, the CAA Board of Directors voted to recommend that the membership amend the Association’s By-laws, as described in the below letter from Jim Hopfensperger, CAA president, and Hunter O’Hanian, CAA chief executive officer and executive director. The complete set of proposed amendments is set out in “Recommended Changes to Membership Association By-laws,” which shows the changes to the current By-laws.
Members may vote at CAA’s Annual Business Meeting on Friday, February 15, 2019, at 2:00 PM in the Hudson Room at the New York Hilton Midtown, 1335 6th Avenue, New York, NY 10019.
November 29, 2018
Dear CAA Members,
On November 16, 2018, the Board of Directors voted to recommend that the membership adopt the changes to the Association’s By-laws set out in the attached. The last time CAA amended its By-laws was in 2013.
These proposed changes, set out in red on the attached version of the By-laws, come as a result of two governance task forces (2015–18)  that examined CAA’s governance structure to make CAA more responsive to the needs of its members and the changing demographics in the field. Members can vote on the proposed changes online or at the CAA Annual Meeting on Friday, February 15, 2019, at 2:00 PM.
The principal proposed changes include:
- Creating a Board Position for an Emerging Professional, Criteria for Candidates for Election, Changes to the Nominating Committee: In an effort to allow CAA to empower emerging professionals, the board recommends that up to two directors be emerging professionals. They would be elected by the membership (pages 3, 5, and 9). The Nominating Committee is charged with nominating recommend candidates who reflect CAA’s “Values Statement on Diversity and Inclusion” with particular attention to the balance of professions of the membership, race, ethnicity, sexual orientation, gender identity, age, disability, diversity of geographical location, field of scholarship or practice, and employment type, including the type of institution and independent scholars/practitioners (page 9). The Nominating Committee will also maintain a list of vetted candidates to review in the event that it has to fill a vacancy on the board (page 12). The amendments formalize the current practice of nominating at least six candidates for election to the board each year (other than the emerging professionals), of whom the membership will elect four. This will give choices to members as they vote for new directors (page 9). Instead of the Vice President for Committees serving as the chair of the Nominating Committee, as today (although that person will still be an ex officio member), the By-laws would provide that the Nominating Committee select its own chair from among all past board members (page 13). In addition, the terms of service on the Nominating Committee will increase from two to three years (page 13). It is hoped that these changes will create a more cohesive Nominating Committee, which can work on a year-round basis to recruit and vet candidates (page 20).
- Creation of the Position of Vice President for Diversity and Inclusion: Recognizing CAA’s dedication to the importance of human, geographic, professional diversity, and inclusion, the board recommends the creation of a new officer, the Vice President for Diversity and Inclusion (page 7).
- Creation of an Audit Committee: Although CAA has had its Finance Committee serve as the Audit Committee in the past, the By-laws would establish an independent Audit Committee, consistent with best practices. Its members will not include those who have direct financial oversight of CAA’s finances (page 14).
In addition to the above, the board also recommends the following changes to ensure that the By-laws are consistent with the Association’s current practices and mission:
- Expanding the Purpose of CAA: CAA serves not only art historians, studio artists, curators, librarians, and scholars, but also members of the design community, especially those in the design history field. To recognize this reality, the By-laws would be amended to add the words “design” and “visual art” (defined to include “design”), a term that is used throughout, in the purpose section (pages 1–3).
- Process for Approving Affiliated Societies: This change codifies the Association’s current practice of requiring the Executive Committee to approve organizations’ applications to become Affiliated Societies. If the Executive Committee turns down the application, the amended By-laws would provide that the organization would be able to appeal that decision to the entire board (page 3).
- Removal of a Board Member: The current By-laws do not have a mechanism for the board to remove a director “for cause.” The By-laws would be amended to allow the board to remove a director for cause upon a two-thirds vote (page 5).
- Name Changes to Vice President for Annual Conference and Vice President for External Affairs: The By-laws would be amended to add the words “and Programs” to the title of the Vice President for Annual Conference. In addition, in the title of the Vice President for External Affairs, “Relations” would replace “Affairs” (page 7).
- Term of the President: The By-laws would be amended to clarify the present practice with respect to the expiration of the president’s term just prior to the May meeting of the board (page 11).
- Renaming the Professional Interests, Practices, and Standards Committees: This class of committee will be known as Professional Committees (page 12).
- Consultation with Executive Director Prior to Appointing Members of Professional Committees: Following current practice, the executive director will be consulted before Professional Committees’ appointments are made by the president (page 12).
- Requirement of a Majority Vote for Actions to Be Taken by the Executive Committee: The By-laws would be amended to clarify that a majority of the Executive Committee is necessary to take action (page 13).
- Changes to the Appointed Directors Members Nominating Committee The By-laws would be amended to clarify that whether a majority of the Appointed Directors Nominating Committee is necessary to take action (page 13).
If you have any questions about these proposed changes, we encourage you to reach out to either of us or any member of the Board of Directors.
We wish to express our sincere gratitude to the members of the governance task forces whose hard work has led to these well-crafted changes to CAA’s By-laws.
Jim Hopfensperger Hunter O’Hanian
CAA President CAA Executive Director
 Governance Task Force Members – 2015 to 2018: Dina Bangdel, 2017; Colin Blakely, 2017-18; Suzanne Blier, 2016-18, Task Force Chair; Nicole Dearmendi, 2015; Jeffrey P. Cunard, CAA Counsel, 2015-18; Linda Downs, 2015; Linda Earle, 2016; Gail Feigenbaum, 2016-17; Helen Frederick, 2015-18; Jackie Francis, 2016-18; DeWitt Godfrey, 2015-17, Task Force Chair, 2015-16; Mark Golden, 2015; Carma Gorman, 2016-18; Jim Hopfensperger, 2016-18; Betty Leigh Hutcheson, 2015-16; Jack Hyland, 2015; Paul Jaskot, 2016-18; Thomas Lawson, 2015; Ed Liebow, 2016-17; Arthur Liou, 2017-18, Catherine Lord, 2016; Peter Lukehart, 2017-18; Denise Mullen, 2015-16; Guna Nadarajan, 2015-17; Hunter O’Hanian, 2016-18; Doralynn Pines, 2015-17, Anne Imelda Radice, 2016-17; Douglas Richardson, 2016; Jack Risley, 2015; N. Elizabeth Schlatter, 2016-18; Andrew Schulz, 2017-18; Julia Sienkewicz, 2017-18; Larry Silver, 2015; Stefanie Stebich, 2016-17; Roberto Tejada, 2016-17; David Terry, 2017-18; Rachel Weiss, 2016-18; Andres Zervigon, 2017-18.