Reincorporation and Bylaws Revision
Support IRA and vote “yes” on the bylaw revision and Delaware incorporation. If you have received your paper ballot in the mail you may vote online now
The International Reading Association’s Board of Directors recently approved reincorporation of IRA in Delaware under a revised set of Bylaws. (The Association is currently incorporated in Pennsylvania.) In order to ratify the Board’s recommendation, the Association will need the approval of a majority of all members in a special ballot to be conducted between April 2 and June 30, 2008. This is an important issue for IRA and we respectfully ask each and every member to participate in the process. The Board of Directors recommends your approval of reincorporation in the State of Delaware and approval of the revised set of Bylaws.
Information about the Board’s decision, the revised Bylaws, and the voting process will soon be posted on the IRA website. If you are an IRA member, please read this information carefully and cast your vote. Voting will take place between April 2 and June 30, 2008.
Compare the bylaws
Feedback
Thank you to all those who provided feedback on the bylaws. While the revision process is now over, we welcome your thoughts or questions which may be sent to bylawsfeedback@reading.org.
FAQs
Here are some frequently asked questions:
- Why reincorporate in Delaware?
The Association was first incorporated in March 1953 in the Commonwealth of Pennsylvania.
The primary reason for this choice was because the Association Headquarters was located at
The Reading Laboratory at the University of Pittsburgh. In the mid 1970’s, IRA moved
its headquarters to Newark, Delaware. Incorporation remained in Pennsylvania. During those
early years in Pennsylvania, IRA was a small organization with a small budget and few
employees. Today, IRA has an annual budget over 20 million dollars and more than 120
employees. Operating a nonprofit organization has become much more regulated and complex.
While IRA could continue to operate under Commonwealth of Pennsylvania incorporation, it is
more advantageous for the Association to incorporate in Delaware, where Headquarters is
located. Delaware provides the Association with a regulatory platform which offers better
asset protection, business laws and a highly developed legal system that serves the needs of
nonprofit organizations.
- Why restate, or revise, IRA’s Bylaws?
IRA’s Bylaws were written in the 1950’s to address a newly formed organization
with few members, a limited budget and staff, and a time when there were fewer governmental
regulations. Fifty plus years have passed and the Bylaws have not been changed to reflect a
larger, more complex Association and stricter governmental regulations. IRA’s current
Bylaws are somewhat inconsistent with Pennsylvania law and, in some cases, ambiguous about
responsibilities concerning how IRA is to be governed. IRA must revise its Bylaws to meet
its legal requirements as a nonprofit organization. The proposed changes were initiated to
meet nonprofit regulations of Delaware and have been approved by the Association’s
attorneys.
- The restated Bylaws appear to be less wordy than the current Bylaws — why?
To ensure effectiveness of the Association, the proposed Bylaws have been developed to comply with state law and, at the same time, provide a clear, consistent statement of governance rules that the board can reasonably implement and easily follow. Some of the content found in the current Bylaws (mostly administrative and operational language) has been removed from Bylaws and shifted to the Board Policy Manual based on the recommendations
from IRA’s legal counsel. This shift has resulted in a proposed Bylaws document that is more concise and compatible with state regulations.
One example of this shift from Bylaws to Board Policy Manual is language about Councils and Affiliates. Generally speaking, Bylaws describe the rules governing the internal management of an organization. Things like how directors are elected, how meetings of directors are conducted and, what officers the organization will have.
Language about Councils and Affiliates falls outside the scope of Association internal management as Councils and Affiliates are independent legally formed nonprofit organizations governed by their own set of Bylaws.
The current information about Councils and Affiliates has not been deleted — just moved to the appropriate document, the Board Policy Manual.
- Anything new in the proposed Bylaws?
Yes, two major changes.
The first is the addition of a Teacher Advisory Panel – a 12 member panel of teachers who will advise the Board of Directors on matters that relate to reading instruction in today’s schools. The establishment of the Teacher Advisory Panel can be found in the new Bylaws under Article XII. Details concerning the Teacher Advisory Panel will appear in future issues of Reading Today.
The second major change affects the role of the Delegates Assembly. Under both Pennsylvania and Delaware law, ONLY the elected Board of Directors has the legal powers that traditionally have been placed with the Delegates. Under the proposed Bylaws, IRA’s Delegates Assembly will continue to be a vital advisory group for issues brought forth by delegates, the Board, and other Association members.
Support IRA and vote “yes” on the bylaw revision and Delaware incorporation. If you have received your paper ballot in the mail you may vote online now
About IRA
Membership