Pursuant to Article XIII, Section 3 of the Bylaws, this shall serve as notice of a proposed amendment to the NACDL Bylaws. On September 20, 2025 at a regularly scheduled meeting in Washington, DC, the Board of Directors voted to submit this proposed change to the membership. The membership will vote on the adoption of these proposed amendments at its 2026 Midwinter Meeting.
Proposed Bylaws Amendments
This amendment makes changes to Article VI as follows.
Article VI. Board of Directors
Sections 1-5
No changes
Section 6: Absence, Incapacity, Vacancy, Reinstatement
(a) A Director shall not accept office unless that person intends to attend all Board meetings except for illness, serious personal and/or professional difficulties or official court business. ...Failure to obtain a presidential excuse twice during that Director's term shall create a vacancy in that Director's Board seat. The approved Minutes of the Board of Directors Meetings shall create a rebuttable presumption of correctness that any absence of any director is excused or unexcused. The position shall be declared vacant by the President at the next regularly scheduled Board of Directors Meeting. Prior to filling the vacant Board seat, A Director who contests the vacancy must petition the remaining Board and the Officers for reinstatement, as more fully set out in Section 7, herein.
(b) The unexpired term of a Director that becomes vacant shall be filled by a qualified Member as defined in Article VI, Section 1 of these Bylaws. The qualified Member of the Association who receives the majority vote of the Board of Directors shall be elected to fill the unexpired term of the vacant seat. When the existence of a vacancy is declared by the President, the Executive Director shall promptly notify the membership of the Board of Directors. The Board of Directors shall fill the vacancy at the first scheduled meeting of the Board of Directors following the declaration of a vacancy. Election rules and procedures will be proposed by the Elections Committee for consideration and adoption by the Board preceding each election held under this section. The unexpired term of a Director who is a Representative from the Affiliate Associations shall be filled according to the Standing Board Policy on Affiliated Representatives.
(cb)In the event that a Director, and/or Director-Elect is incapable of serving and will remain incapable for a substantial period of their term, such person shall be deemed to have created a vacancy. The determination of said vacancy shall be made by a majority of the voting Members of the Board of Directors present at a scheduled meeting. A vacancy so created shall be filled subject to the provisions of Article VI, Section 6(b) of these Bylaws.
Section 7: Contested Vacancy, Procedure
In the event a seat on the Board of Directors has been declared vacant, the following procedures shall govern where the Board Member contests his vacancy:
(a) The Secretary shall notify the person by certified United States Mail of the vacancy on the Board of Directors. A written petition for reinstatement and request for personal appearance must be submitted to the National Office within thirty (30) days from the date the notice was mailed.
(b) Copies of the written petition shall be transmitted to the entire Board of Directors. The petitioner will have the burden of proof to show: 1) good cause why the petitioner is entitled to reinstatement; or 2) good and just excuse(s) for the petitioner's absences and failure to obtain presidential excuses.
(c) The Board of Directors shall vote to reinstate or to uphold the vacancy. The majority vote of the Board of Directors shall be final.
Section 8: Removal
A Director may be removed for cause by a vote calling for such removal by three-quarters (3/4) vote of the Members of the Board of Directors.
Section 9: Resignation
A Director may resign at any time before the end of their term by providing written notice to the Executive Director. If a resignation of a Director is made effective at a later date, the Board may fill the pending vacancy in accordance with the procedures set forth in the Bylaws before the effective date if the Board provides that the successor does not take office until the effective date.
Section 10: Unexpired Terms of Directors
A Board seat that becomes vacant before the end of the previous occupant's term shall remain vacant until the next Annual Election, when it shall be subject to the Nomination and Election procedures of Article VIII; except that the unexpired term of a Director who is a Representative from the Affiliate Associations shall be filled according to the Standing Board Policy on Affiliate Association Representation.
Action Report
This amendment provides that when a board seat becomes vacant before the previous occupant’s term expires, it will remain vacant until the next regular election. That is, it eliminates the “special election” procedure for unexpired board seats. The amendment makes no changes to the regular election procedure (Article IX).
