Notice to members of the San Diego Society of Natural History

The San Diego Natural History Museum is recommending a change to our organizational structure, and we are requesting member feedback by April 5, 2019.

Current Structure
As a member you have the opportunity to vote on certain museum business, such as electing members of our Board of Directors. This is sometimes called a member-voting organization.

Recommended Structure
We would like to move to the more common structure where membership includes certain privileges but does not confer any voting rights. Under this structure, the Board of Directors will elect new members.

We propose this change for two reasons. First, conducting membership votes is costly and time consuming. Second, each year we see reduced voter participation by members; typically, only 2-3% of membership households now vote in the annual election for the Board of Directors.

The combination of these two factors does not justify the associated costs and administrative workload.

Background
The San Diego Society of Natural History (The Nat) was formed by a small group of citizen scientists in 1874, and they made decisions in this way—with members being asked to vote on key topics. While we have grown into a flagship museum with thousands of members, we still continue to operate as we did back then. Having membership voting rights is no longer efficient considering the factors mentioned above.

We understand many members do not even realize they have the opportunity to vote on Board nominees. Or when they do realize it, they may not have enough detail—or be close enough to museum operations—to make an informed decision.

In the past, many nonprofit corporations were structured as membership organizations similar to The Nat, including many institutions in Balboa Park. These days, it is more common for nonprofits to be organized such that members have no voting rights.

Next Steps
The membership body must vote to approve any change in voting structure, so we are seeking member input by April 5, before we call for a vote.

We value our members and we especially value your views about our organization. Changing the right of members to vote does not mean we will not be seeking feedback from our members. On the contrary, we will continue to regularly survey our members and solicit their feedback while also offering member-only events and celebrations. The change in structure will allow us to focus our annual meeting (the open house that takes place in October or November) on activities rather than organizational reporting.

Please note, there are no changes to membership levels or benefits with this change.

We look forward to hearing from you at membership@sdnhm.org or 619.255.0275. All comments must be submitted by April 5, 2019.

Thank you for your continued support of the San Diego Natural History Museum.

Frequently Asked Questions:

In the past, many nonprofit corporations were structured as member-voting organizations where the members had certain voting privileges, primarily to vote for Directors. This was true for many other institutions in Balboa Park. These days, it is much less common for nonprofit members to vote because of the associated costs and administrative burdens.

1. How common is it for the members of non-profit organizations to have voting privileges? These days, it is quite uncommon. In fact, most non-profit public benefit corporations formed today do not grant their members voting privileges. When the Museum was initially formed, it was normal to grant nonprofit members voting privileges, but this has changed in recent years.
   
   
2. If the members do not elect the Board of Directors, is there a danger that the board will become entrenched? There is very little danger of Board entrenchment. The Museum’s By-Laws impose strict term limits to ensure new members are regularly elected. In addition, the Museum has an active Board Resources Committee that vets new volunteers for the Board of Directors
   
   
3. Is there a particular issue that is being addressed by the proposed change? Member elections, especially for the Board of Directors, experience low voter participation. As a result, the associated costs and administrative burdens of member elections cannot be justified.
   
   
4. Is this action taking away member oversight of the board? The Museum’s operations are open and transparent. As a nonprofit charity regulated by the State of California, the actions of the Board are always subject to public scrutiny. Like other nonprofit boards, the Museum’s Board of Directors must respond to legitimate concerns raised by members.
   
   
5. Does the Museum follow a national standard? The San Diego Natural History Museum is committed to the highest standards of governance responsibility and ethics. For example, the Museum is accredited by the American Alliance of Museums (AAM), which certifies that the Museum continues to demonstrate a professional level of operation in accordance with AAM’s standards of excellence.