The memorandum regarding new ANS by-laws is being posted on behalf of the
Advisory Committee and the Governance Committee of the ANS.
Please refer to the ANS website http://www.amnumsoc.org/governance/bylaws/
<http://www.amnumsoc.org/governance/bylaws/> for the text of the proposed
by-laws.



MEMORANDUM

To: ANS Fellows and Associate Members
From: Douglass F. Rohrman, Chairman, ANS Advisory Committee; and Peter K.
Tompa, Councilor and Chairman of the Governance Committee.
Re: Proposed ANS By-Law Changes December 2, 2002

1. Background.

The ANS Advisory Committee, the ANS Council and many of our colleagues and
volunteers have worked for about a year on updating and revising the By-Laws
and Constitution of ANS into a restated set of By-Laws.

The Council and Committee present them for your consideration and recommend
their adoption.

2. Why New By-Laws?

First, A cursory glance at headlines makes clear that a new era has dawned
in corporate governance. Numerous public revelations in the past two years
of poor management and abuse of fiduciary duties among for-profit corporate
organizations suggest the necessity of periodic reviews of not-for-profit
governance procedures as well. Even without these developments, the Council
decided in 2001 that ANS, not unlike other organizations, must undertake an
objective review of the way it does its formal business. The law requires
strict adherence to fiduciary duties of those you choose to govern your
Society. The rules that define, in part, those fiduciary duties should be
set forth clearly in the By-Laws. Your Advisory Committee and Council seek
to define the ground rules more clearly, more effectively and pragmatically.
This new document updates ANS corporate governance, without making
revolutionary changes to the rights and obligations of the old By-Laws and
Constitution. The new By-Law draft deletes many relatively unimportant
details, such as hours of opening, dollar amounts for dues, and procedural
rules some of which were last considered in 1907, and concentrates on
effective, fair and open governance in light of 21st Century issues.

Second, ANS Fellows have questioned the procedures by which ANS is governed.
The ANS Advisory Committee and Council engaged in hours of discussion and
debate in the past year that have led to many compromises in crafting a new
By-Law system by which ANS can be governed more pragmatically and
effectively.

Third, no longer will one have to review two documents to determine ANS
governance. Technically, the use of two, sometimes contradictory, documents,
much of which were derived from 19th century drafts, is no longer pertinent
to the challenges facing ANS in the 21st Century.

Fourth, and perhaps most important, ANS has been in various stages of crisis
for the last few years. This is a volunteer organization with a fabulous
heritage in its collections and library. ANS relies on support from many
people. Those volunteers support the Society in a variety of ways:
financially, in numismatic expertise, and business acumen. While there are
excellent prognostications for a strong future, the Society can no longer
rely on the generosity of a few persons for support. These new By-Laws allow
for not only accountability and responsible, systematic, governance, but
also, flexibility in governance and procedures in which the best volunteers
and supporters may be recruited and called on for advice and expertise. The
By-Laws allow for new volunteers to come from a variety of sources. The
language allows the best means for realization of the most important
governance goal, the ANS Long-Range Plan. That ambitious Plan must have the
best leaders now and in the future if the Society is to enhance and grow
curatorial positions and collections, enhance, grow and continue to
modernize the library, full operation of an ANS website, ANS educational
activities and publications, and establish new home for ANS and a new, fully
accredited public museum facility. By-Law changes are not a panacea.
Hard-working Officers, Trustees and other volunteers, Fellows, and Associate
Members and the ANS Committees must assist the Executive Director,
Curatorial and Library staff and work on tasks that implement the Long-Range
Plan and Society events with the best possible set of rules that define
those onerous duties.

3. What we are Asking Fellows to Do From Here. We ask that each Fellow
review the By-Law draft before you. We urge and welcome your thoughts and
critiques. Please comment directly to Peter Tompa, the Chairman of the
Council Governance Committee [ptimpa@...] and Doug Rohrman, the Chairman
of the ANS Advisory Committee [drohrman@...], see addresses
below; with copies to Ute Wartenberg at ANS. Your comments should be
received by January 31, 2003. Any comments received by early January will
be collected, reviewed and considered by the Advisory Committee in January
16, 2003 at its meeting in New York. Thereafter further amendments will be
considered by the Committee and then recommended to the Council for a final
recommendation to the Fellows. The plan is to present the By-Laws for
adoption, and simultaneous restatement of the old Constitution and by-Laws
by the Fellows at a special meeting in 2003.


4. Highlights in the New By-Law Draft. We call to your attention several
significant changes for your review and understanding.

a. the definition of Fellow (never before defined): Art. III(1);

b. increase in the number of Fellows from 200 to 225: Art III(1);

c. creation of a class of Honorary Life Fellows: Art III(7);

d. a Board of Trustees replaces the present Council: Art V (1-2);

e. Associate Members as well as Fellows can serve as Trustees [as
long as they have characteristics set forth in Art III (1)]: Art V(2);

f. certain terms limits and a hiatus period is set for Trustees and
certain conflicts of interest are under the jurisdiction of the Board, with
recusal of the interested party: Art V(2) and (9);

g. the Executive Director sits ex-officio without a vote on The
Board and most committees: Art. V (2);

h. the Executive Committee is given new powers, with checks and
balances: Art V(11);

i. the Nominating and Governance Committee is given new powers for
the orderly nomination and election of Fellows, Trustees and Officers, with
certain checks and balances, and consideration of nominees' qualifications
and characteristics, including those in Art III(1): Art V (12);

j. non-Trustees are allowed to serve of certain ANS operational
committees: Art VII(1) [the Advisory Committee will begin reviewing a plan
of revitalization of ANS committees to provide meaningful forums for focused
scholarly emphasis];

k. the Executive Director is delegated staff authority, except in
certain key Head curatorial and Chief library positions: Art VIII(1-3);

l. the Board of Trustees sets dues: Art XIII

m. Fellows must approve all By-Law changes by a majority of those
present on due notice: Art XVI.

Respectfully Submitted,

Douglass F. Rohrman
drohrman@... <mailto:drohrman@...>
Lord, Bissell & Brook
115 South LaSalle Street Chicago, IL 60603

Peter K. Tompa
ptompa@... <mailto:ptompa@...>
McDermott, Will & Emery
600 13th Street NW Washington, D.C. 20005




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