ASQ Transformation and Member Units

Under the current terms, ASQ Member Units are not required to surrender their privileges while they are viable and operate in Good Standing, as defined and affirmed by ASQ Finance and ASQ Community Development.

ASQ's pertinent current references specify how its Member Units are connected to the Society.  Every ASQ Member Unit represents a distinct Interested Party,  Relationships between the Society and its individual Member Units are validated and reinforced by documented and signed agreements directly with the ASQ Chair.  For Member Units which maintain Good Standing, the applicable Section Operating Agreement or Division Management Agreements remain in force in perpetuity without termination.

1. Origination, per the ASQ Bylaws

ASQ Bylaws 11/07/14 Board Modified
https://secure.asq.org/perl/msg.pl?prvurl=http://rube.asq.org/about-asq/how-we-do/pdf/asq-bylaws-board-modified-2014_11_07.pdf

4.1 Requirements:
Any group that shares the objectives of the Society may apply for recognition by ASQ as a Member Unit. Member Unit communities shall encompass interested parties representing geographic locations and technical functions or business sectors as specified in the Policies.

4.2 Dissolution
Any Member Unit that fails to maintain good standing may be required by the Board of Directors to surrender its privileges

2. Good Standing

Good Standing represents the fulfillment of multiple governance and reporting practices performed by the Member Unit in accordance with the schedule and protocol defined by ASQ Finance and ASQ Community Development.

http://asq.org/member-leader-community/key-tasks/par-good-standing

"Every member unit within the ASQ organization has an agreement describing requirements for operating and maintaining it in good standing. Operating agreements are applicable to all members involved in the leadership and operation of an ASQ member unit.

Member units include sections, divisions, forums, interest groups, and local member communities (LMC) globally. Standard agreements exist for sections and divisions with other member unit types being customized to their individual formation and operation."

3. Division and Section Agreements

These agreements between the Society (as authorized by the ASQ Chair) and the Member Unit represent the ongoing mutual commitment to ASQ's bylaws, policies, procedures, and shared objectives.

https://secure.asq.org/perl/msg.pl?prvurl=http://rube.asq.org/about-asq/how-we-do/pdf/s-01-00-appendix-a.pdf

Division Management Agreements | ASQ

The agreements between the Society and its Member Units have an effective date, but no termination date.  There is no sunset clause, nor can any party optionally withdraw or waive portions of ASQ's bylaws or policies.

Consequently, ASQ cannot proceed in its intended direction, due to its own governance and regulatory commitments.  ASQ Bylaws have a very descriptive phrase, “required by the Board of Director to surrender its privileges”.  This "Member Unit Surrender" currently pertains only to dissolved Member Units, but is actually a core prerequisite of the proposed 2018 ASQ Transformation.  

The ASQ Leadership and BoD are attempting to convince, persuade, and pressure viable and compliant Sections and Divisions to surrender their privileges and assets to ASQ HQ in order to fund and enable:

• Purchases new technology
• Hiring additional staff at ASQ HQ
• Increases to the investment capital for investments in marketable securities

Where applicable, Section Operating Agreements and Division Management Agreements exist between Member Unit leadership team and the ASQ Chair.  ASQ did not set up its Member Unit agreements to be terminated or even require renewals. The agreements also do not specifically name SAC, TCC, or the Board of Directors as intermediaries who can renegotiate such agreements on behalf of either the ASQ Chair or the Member Unit leadership.

If ASQ’s BoD votes to migrate from the current Member Unit model, they are doing so in contravention of the spirit and intent of ASQ's existing bylaws, policies, and signed agreements between ASQ and the individual Member Units.  They are also doing this without the consent of Member Units, which ASQ’s own bylaws have acknowledged as Interested Parties.

With respect to the other identified risks (brand confusion, contract liabilities, private benefits), those are open deficiencies which should be immediately addressed, separately from the financial transfers.