AOPA’s board of trustees laid out its list of proposed bylaw changes Friday, a month in advance of the board’s annual meeting scheduled for May 12 at the organization’s headquarters in Frederick, Maryland. In a news release early Friday the board set seven changes for discussion. The seven potential changes to the bylaws include:
An update to file proxies ahead of the annual meeting.
The composition of the Nominating Committee.
A new open nomination process for Trustee candidates.
Staggered terms and term limits for trustees.
Total number of trustees.
A set of qualifications for new trustees.
Qualifications and term limits for the Chairman.
The full description of the proposed changes is copied below.
AOPA will also hold a town hall meeting at Sun ‘n Fun in Lakeland Florida on April 15 at 11:30 a.m. at the AOPA tent and the incoming chairman of the board, Luke Wippler, along with Acting Co-CEO Katie Prybil, will be there to outline AOPA initiatives and to take questions.
The recent controversy over the departure of CEO Darren Pleasance illuminated issues concerning the governance of the organization, particularly the election of trustees. Under current bylaws, the selection process is tightly controlled by the existing board and there have been calls to modernize those rules. Protesters are expected at the Frederick meeting calling for the reinstatement of Pleasance, but there has been no indication that the board is considering that.
I read the proposed changes and offered my comments on them. Most of the changes look good to me, but are just barely above the “lipstick on a pig” category.
The most fundamental issue is still not addressed: member voting access. AOPA members need to be able to vote individually without being physically present at the annual meeting. We need at least electronic voting as virtually all major corporations, and even small electric cooperatives offer and we should offer mail-in voting as well. It simply isn’t feasible for any significant fraction of the membership to show up each year in Maryland to vote. Proxy voting should be the exception, not the rule. Trustees should be selected by ALL members, not the existing trustees via undirected proxies.
These changes are being actively discussed. Proxy and mail-voting provisions involve complex legal and financial questions under New Jersey nonprofit law that warrant careful, separate consideration. Members can expect those topics to be addressed in a future review of the bylaws. In the meantime, the seven potential bylaw changes — including restructuring the nomination process and adding term limits — represent a significant step toward more meaningful member participation in governance. Thank you for providing your feedback here, and on the online form!
Thank you for your reply. I am quite confident that New Jersey nonprofit law accommodates both mail-in and electronic voting by members. Sussex REC located in northern New Jersey is a nonprofit corporation and provides voting for its members via postal mail and electronic means. Their bylaws are publicly available and can be reviewed here. https://www.sussexrec.com/bylaws
Supposedly, according to the AOPA form letter I received, bylaws updates have been in the works since 2024. That’s plenty of time to address the “complex questions under NJ nonprofit law” (that haven’t been enumerated or explained to the membership, BTW) but apparently nothing has been done. No more excuses!
I’m sorry, but the proposed changes are window dressing that continue the entrenchment of the Board. Practical membership voting is a sine qua non, and everything else is meaningless unless members can directly nominate Board members (without going through a Board committee), remove Board members, vote for Board members, petition the Board, and vote on major issues.
Virtually every major organization provides for some form of online or mail-in voting, either by direct voting or by proxy, and AOPA needs to do the same. If a proxy approach will be continued, the AOPA must establish an independent third party proxy (many corporations use ProxyVote.com, https://central.proxyvote.com/pv/web ) and the AOPA must be obligated to provide a ballot to all members well in advance of the meeting. This will make it practical for every member to vote on Board memberships and important issues.
Excuses about the complexity of NJ law are simply unacceptable.
Only the appearance of change…
1) Nominating Committee still controls the final slate.
Members can suggest candidates and gather 25 signatures, but the Committee (made up of board trustees) decides who actually gets on the ballot.
2) No direct member voting for trustees.
Elections still appear tied to the annual meeting (in-person or proxy). There’s no mention of mail-in/electronic ballots sent to all members for board seats, which some reform voices pushed for.
3) Removal and accountability mechanisms remain board-heavy.
Trustees can only be removed “for cause” by a majority of the board itself — not by member vote.
So, No, the proposed bylaws changes do not fully go far enough to address the core member concerns.
Thank you for your feedback. We’ll be sure to pass it along to the Board of Trustees.
So- AOPA’s by-law changes say nominations for new Trustees must be in 30 days before the annual meeting. So basically, the deadline has already passed.
The 30-day period to which you refer is a potential change and is not currently in effect or part of current AOPA bylaws.
If you were serious about substantive changes then you would have members pass the by-law amendments and THEN hold a special members meeting during the summer to allow for a vote on new Trustees. You need to also make clear in the By-Laws that ANYONE who meets the nominating threshold would be on the ballot. Your association is in trouble. Better start acting like it .
I see nothing in these proposals about reform of the voting system. Until that changes, the incumbent board will effectively control election outcomes via proxies, regardless of how open the nomination process looks on paper. The root cause of this whole mess is a Board that became severely disconnected from its membership. I will not support AOPA without free and fair elections.
Agree – the nominating committee still controls the process as today. Members should be able to nominate a candidate directly, bypassing the board.
Agree 100%. AOPA has been shedding members for years, and this Board owns the problem. It’s time for the Board to return control to the membership, while they still HAVE a membership.
The proposed changes are totally illusory.
Jim Moore’s article shows a group of members, some of whom are raising their hands at some kind of meeting or seminar. This looks like some kind of vote or survey to me.
Yet this is very misleading, as AOPA’s proposal does nothing to facilitate member voting on trustees, as is done in numerous other organizations and publicly traded companies.
AOPA has also claimed on pubicly that it’s been exploring these bylaw changes since 2024, and that supposed limitations in New Jersey law hamper the ability to allow member voting. One would think that these should have been resolved had this review actually begun almost two years ago in 2024 as AOPA currently claims.
In addition, why did the news about bylaw changes, which began in 2024, only surface in coincidence with the abrupt leadership changes at the organization?
Members deserve answers to these questions. The communication about bylaw changes was another opportunity for transparency from AOPA, yet we don’t seem to be getting transparency here.
I’m a member of the Academy of Model Aviation which has around 195,000 members. We’ve had mail in voting for our board for as long as I can remember (been a member since 1984) so AOPA arguing it’s a complex process to implement is just a BS excuse to attempt to maintain control.
“Just a bit outside.” Harry Doyle
Makes you wonder if the board is following the strategy of Rachel Phelps.