ESA 2021: Proposed Bylaw Amendments

The ESA Board of Directors proposes the following amendments to the ESA Bylaws after reviewing the findings and recommendations of a Board Composition Task Force. This task force was created after the sunset of the Chartered Chapter program in 2019.

The task force met on six occasions and collaborated between meetings to develop recommendations focused on Board composition that reflect modern governance principles for nonprofit trade associations.

 

The unanimous consensus reached by the task force include the following recommended changes to Board composition:

  1. Charter Chapter and CSAA Representation on Board Removed
  2. Board positions and eligibility
    1. Five (5) Integrator Directors who are the PVR/SVR of members in good standing, elected by all members in good standing for two-year staggered terms.
    2. One (1) National Company Director who is the PVR/SVR of a National Company member in good standing, elected by all members in good standing for a two-year term.
    3. One (1) Associate Member Director who is the PVR/SVR of an Associate member in good standing, elected by all members in good standing for a two-year term.
    4. Two (2) Competency Directors who are principals or employees of members in good standing, appointed by the Board to serve two-year terms
    5. Immediate Past Chairman, who will serve a two-year term immediately following his/her term as Chairman
    6. Association Counsel and ESA CEO remain non-voting members.
  3. Officers
    1. The Chairman will serve a two-year term, which follows a one-year term as Chairman Elect.
    2. Only Integrator and National Company Directors will be eligible to serve as Board Chairman.
    3. The Vice Chairman, Secretary and Treasurer positions will serve one-year terms.
    4. The Board will appoint the Chairman Elect, Vice Chairman, Secretary and Treasurer.
  4. Any vacancy that occurs will be filled by Board appointment.
  5. Terms will be staggered as reflected in proposed Bylaws.
  6. No term limits other than Chairman, who shall serve no more than one term.
  7. Executive Committee language is removed.

In the course of amending the bylaws as described in Ballot Measure #2, other language and grammatical changes were incorporated as needed in order to provide consistency and avoid ambiguity throughout the bylaws.

Redlined ByLaw Changes
Clean Revised Bylaws

 

ESA expresses its appreciation to the Board Composition Task Force Members:

  • Jamie Vos, Security Solutions NW, ESA President
  • Angela White, Central 1 Security, ESA Past President
  • Bryan Lawrence, Buchanan, Ingersoll & Rooney PC, ESA Association Counsel and Bylaws Chairman
  • Tim Creenan, Amherst Alarm, ESA Vice President
  • Doug Bassett, Comcast/XFINITY, ESA National Company Chairman
  • Kirk MacDowell, MacGuard Security Advisors, SIAC Chairman
  • Robert Few, Connection xChange, Past Rising Leader Chairman
  • Merlin Guilbeau, ESA Chief Executive Officer
  • Chris Heaton, ESA Vice President of Advocacy & Public Affairs, Bylaws Staff Liaison

 

In addition to the Chapter sunset and Board composition, the Board of Directors recommends a change to Article 11 for Bylaws Amendments. ESA is an Illinois not-for-profit corporation and Illinois law assumes that the board of directors has the authority to amend the bylaws. Amending Article 11 will make ESA bylaws consistent with the best practices of related industry associations like the Security Industry Association (SIA) and the Building Industry Consulting Service International (BICSI) among many national trade associations.