Summary of Changes to CJP By-Laws

by Tom Abood

Since 2016, the CJP board of directors and its governance committee have reviewed CJP’s By Laws and governance practices in the context of CJP’s current activities and determined there were opportunities to build on the good work of our founders and prior leaderships by improving and refining succession planning, transparency and simplification. In 2017 and 2018, the board of directors adopted amendments to the By Laws as a result of this review. The following summarizes these improvements and refinements.

A first area for improvement involved succession planning and officer roles. Previously, CJP had a broadly empowered and separately serving President and Chairman with overlapping roles and no clear succession plan by title, and an executive committee that did not by design provide the next person to succeed to these roles. The revised By-Laws provide for a Vice Chair, Chair and Chair Emeritus structure with roles and responsibilities fitting an organization with full time professional management in place. A related change involved improving overall board succession by channeling member volunteer energy to board committees and nominating directors from those who have demonstrated interest and capacity through service on a committee or other CJP project. As term limits create known openings on the board of directors, the governance committee can plan to ensure candidates for open positions are available and ready to serve on the board. The board of directors believes as a matter of policy a volunteer led organization like CJP should seek orderly succession with director candidates qualified where possible by CJP volunteer activity (on committees or otherwise) and nominations by the governance committee of that number of candidates to fill the open positions. Nominations may still be made by submission of a candidate at large within the required time frame.

A second area of improvement involved financial disclosure and reporting. Previously, CJP By-Laws did not require financial disclosures and outside review of financial statements. The revised By-Laws require formal disclosure of financial results and third party review.

A third area of improvement involved “clean up” changes and refinements to better match current practices. For example, the status of a leased aircraft within the definition of owner member was not addressed, nor a gap in ownership from one plane to another. Prior CJP By Laws also contained dated references, a few inconsistent defined terms and grammatical inconsistencies. In addition, the prior By Laws did not fully embrace the use of electronic communications as official acts. Appropriate changes were made in these areas.