Transfer of Assets and Bylaws Changes
Information regarding the SPA and SPA Foundation Transfer of Assets and Bylaws Changes
Over the past fifteen months, the SPA and the SPA Foundation Boards have been discussing the most effective alignment of resources, staffing, and operations between these two separate organizations. Now that both Boards unanimously approved a plan for distributing the SPA assets to the SPA Foundation and amendments to the SPA Foundation articles of incorporation and subsequent bylaws, the decision is on the SPA Voting Membership to decide if you approve of this plan.
SPA members were notified of these potential actions on August 23, and the actual vote on the matters above opened on September 13. What follows are resources to help SPA Members understand what is occuring.
SPA Town Hall Recording
To ensure members have all the information before they vote, the SPA and SPA Foundation Leadership hosted a Town Hall on Wednesday, September 1, from 2:00 - 3:30 p.m. (EDT)/6:00 - 7:30 p.m. (GMT) to share the rationale behind the suggested changes and to give an opportunity to ask questions. View a recording of the session below:
- Plan of Distribution of Assets and Dissolution
- Proposed Bylaws of New Entity
- Foundation proposed Articles of Amendment
- Foundation current Articles of Incorporation
Answers to Potential Questions
I cannot find my link to submit my vote. Help!
All eligible voting members received an email on September 13 with a direct link to vote. If you cannot locate that email, please reach out to firstname.lastname@example.org, and we will assist you.
Why is this vote happening?
SPA and the SPA Foundation are two separate corporate entities. There are both financial and organizational benefits for both organizations to be incorporated under one entity. These benefits include access to grants, fundraising opportunities, free technology, and tax benefits. The SPA Foundation is currently incorporated as a 501c(3) organization, and if approved, SPA would transfer its assets and membership lists to the SPA Foundation. The work of SPA would continue under the SPA Foundation incorporation status. As a member of SPA, you should not experience any changes.
When will the vote occur?
All eligible voting SPA Members will receive an email on September 13 with information related to the vote and a link to submit their ballot. Members eligible to vote will have until October 12 to cast their ballot. Information regarding the results of the vote will be shared in mid-October.
What exactly will we be voting on?
There are two elements that you would be casting your vote on. The first element is to approve the transfer of the SPA assets, including transferring the members, memberships, and membership lists, to the Foundation, and to Dissolve SPA, with SPA Board empowered to determine the process and timing of the transfer and of the dissolution, per the Plan of Distribution of Assets and Dissolution. The second element to approve is to amend the Foundation's Articles of Incorporation and Bylaws as needed to have the SPA members, instead of the SPA corporation, constitute the membership of the Foundation, under terms, rights, and privileges similar to those as currently set forth in the SPA Articles and Bylaws.
What are the bylaws of this new organization? Are there any major changes to the bylaws from the current SPA Bylaws?
The SPA and SPA Foundation Boards approved a new set of bylaws for this new organization, spending the past year combining both organizations bylaws into a new set. Both boards spent many meetings evaluating the new bylaws, discussing nuances with SPA's lawyer, as well as comparing the bylaws to sister organizations. The resulting proposed bylaws represent a document that can ensure the relevance and importance of personality assessment for years to come and create a more agile society that can adjust to the future needs and requests of its members.
What happens to the leadership of SPA and the SPA Foundation?
As is outlined in the transfer of assets plan, the SPA Leadership and SPA Foundation leadership would merge. SPA Foundation Directors would become at-large board members, and the SPA Foundation President and Treasurer positions would be fulfilled by the current SPA President and Treasurer.
Why are there votes together and not a vote for the plan of distribution and the bylaws individually?
Due to the legal processes and steps involved, if one vote were to pass and the other fail, the rights and benefits of the resulting member of the organization would be unclear. To ensure SPA Members know what their privileges would be in the new organization, it was important to update the bylaws to be in alignment with association management best practices.
There were some important discussions about membership types and the title of the "Executive Director and CEO" in the Town Hall. How does the SPA Board of Directors plan to address these items?
The Board of Directors retains the authority to expand or contract the authority and responsibilities of the Executive Director/CEO from time-to-time, without a Bylaw revision and regardless of their title. Additionally, there is still much discussion regarding the best way to engage with future member types. The Bylaws as proposed will proceed to the member vote, but please know that the SPA Board of Directors has noted these questions. We will entertain revisions to the Bylaws at a future board meeting.