2019 General Business Meeting of the Society

Be it known that the:
General Business Meeting of the System Dynamics Society
will take place on
Wednesday, July 24, 2019
from 10:30 - 11: 20 a.m. MDT
in Alvarado Ballroom (D&E) at the Hotel Albuquerque
Albuquerque, New Mexico, USA 

WE WILL BE LIVE-STREAMING: For the first-time, the Society will be live-streaming the General Business Meeting. We are doing this because a number of important items will be discussed concerning the future of the Society (see below), and in the interest of greater transparency, we want all of our members from across the world to have the opportunity to be involved in the discussion. Live-streaming participation information will be sent to all members prior to the General Business Meeting--please watch your inbox.     

The Society’s General Business Meeting, conducted each year at the International Conference of the System Dynamics Society, offers our members and supporters the opportunity to learn about the state of the Society and provide feedback to leaders.

At this year’s General Business Meeting, the Policy Council will bring a motion to re-incorporate in New York State and to adopt a revised set of by-laws. Members will be voting on this motion by electronic ballot in the weeks following the meeting.

Here is the motion:

Moved: That the Society reincorporate in the State of New York using the Certificate of Incorporation dated May 28, 2019, and adopt the Bylaws dated May 28,2019, both included by reference in this motion; and that this motion be a recommendation for change to the Bylaws made to the general membership following the procedures outlined in Bylaw X, as it is currently written.

Click here to view proposed New York State Certificate of Incorporation
Click here to view proposed new By-Laws.

Background/The “Why?”

To help our members understand why the motion is being put forward and why it is important for the future of the Society, we offer the following Frequently Asked Questions (FAQs) based on the ongoing discussions, research and analysis by the Policy Council, Staff and legal counsel.

We hope this information will provide the background necessary for members to support the motion.

If you have any further questions or feedback, we ask that you send your comments to the SDS Office via [email protected] with the subject line, “Motion Feedback.” All feedback received will be compiled and shared with the Policy Council.

Thank you.

Q. Why is the Society re-incorporating in New York State?

A. SDS was originally incorporated in Massachusetts. In 1997, the Society moved its operations to New York State. As a society incorporated in Massachusetts and operating in the State of New York, the Society was  required to meet the legal requirements, submit reports and make registration payments in two states.

By re-incorporating in New York State, the Society will eliminate redundancy of requirements, paperwork and payments. Re-incorporation also allows the Society the opportunity to update its governance structure and by-laws to reflect a modern, professional, nonprofit association with full protections under the law.   

Q. Will this re-incorporation change the mission or focus of the Society?

A. No. The purpose and activities of the Society continue.

Purposes:

  • To promote the development of the field of System Dynamics and the free interchange of information about systems as they are found in all fields of endeavor.
  • To promote the design of structure and policies to improve the behavior of such systems.
  • To promote the dissemination of information on such topics to the general public, and:
  • To encourage and develop educational programs in the behavior of systems.

Activities:

  • To conduct meetings; to publish journals; books and other materials; to cooperate with other organizations interested in the advancement of the practice of System Dynamics; to stimulate research; to promote high professional standards; to promote growth of System Dynamics and to improve its practice throughout the world.    

Q. Why will there be a change in the By-Laws?

A. The Society’s current by-laws do not include everything that the state of New York requires for non-profit by-laws. Additionally, the Policy Council saw this as an opportunity to improve the Society’s governance structure to better align it with the current operations now that they have been moved from the University at Albany to Capitol Hill Management Services.

Q. What are the major changes or updates in the proposed By-Laws?

A.  There are a number of changes that bring the Society into compliance with New York law. These do not represent changes in the way things are done, but rather additions to the bylaws for things that were previously missing:

Standard Practice/Compliance By-Laws added for:

  • Contracting and Accounting Practices; Insurance and Indemnification
  • Nondiscrimination, Code of Conduct, and Conflicts of Interest

Additionally, we have made changes to the committee structure embodied in the bylaws to distinguish between Committees of the Corporation and Committees of the Board, the categories used in New York (both are what we have always referred to as Standing Committees).

  • The Executive Committee is a Committee of the Board and is given authority to act on behalf of the full Policy Council when it is not convened.
  • The Finance Committee is a Committee of the Board and, in addition to budget responsibility, is given authority to act between budget cycles on money in designated and restricted funds.
  • The Audit Committee is a Committee of the Corporation and is responsible for reviewing the external audit process and other matters related to Society finances.
  • The Stewardship Committee is a Committee of the Corporation and is responsible for raising funds and developing plans for activities in support of the field that are outside of normal Society operations.
  • The Administrative Committee which exists in our current governance structure will be eliminated.  The new Executive, Finance, and Audit Committees will conduct tasks and assume responsibilities that were previously assigned to the Administrative Committee.

There are also updates to the process for changing the bylaws so that instead of requiring discussion at the General Business Meeting the requirements are for notice of an electronic voting. This simplifies somewhat the change process, but also is a recognition that attendance at the General Business Meeting is quite limited.

Q. How much flexibility do the proposed By-Laws give the Society’s leaders?

A. The new By-Laws give authority to the Executive Committee and Finance Committee that will make it easier to get quick turnaround on operational and financial decisions. The intent is to develop Policies consistent with the new By-Laws that further streamline many aspects of decision making. The Policy Council does, however, remain the ultimate authority over the actions of the Society.        

Q. What are the next steps in this process?

A. The Policy Council has voted unanimously to bring a motion to re-incorporate in New York State and adopt the new By-Laws. Discussion of this motion is on the agenda for the General Business Meeting, to be held at 10:30 a.m. on Wednesday, July 24, 2019 in the Alvarado Ballroom (D & E).

Within 8 weeks of the General Meeting, an electronic ballot will be sent to all members. Instructions for completing and submitting the ballot will be included. The motion requires 2/3 affirmative votes, with a minimum of ¼ of the membership voting to pass.

Upon completion of the ballot, the member will be notified of the results. All members are encouraged to participate in this effort to move the Society forward into the future.          

Q. If I have a question or feedback on the proposal, how can I share such?

A. We ask that you send your comments to the SDS Office via [email protected] with the subject line, “Motion Feedback.” All feedback received will be compiled and shared with the Policy Council. Submitted comments will be addressed at the General Business Meeting.