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Bylaws Amendment (Enacted Aug 6, 2011)

The membership voted on August 6, 2011 in Denver to adopt the following proposed changes to NACDL's bylaws.

Recent previous versions of NACDL's bylaws and recent bylaw amendments are available at NACDL's bylaws archive.

Amendments to Article V - Officers

The following amendments to the bylaws were submitted by the Board of Directors to the membership at a regularly scheduled meeting in San Antonio, Texas on February 19, 2011. 

This Bylaw Amendment changes the term of the Treasurer of the association to be a two-year term, with the idea that the position of Treasurer of the Association will be removed from the cultural progression of leadership roles from Secretary to President Elect and President. It also clarifies the relationship between the Secretary and the Parliamentarian. It also effects some minor emendations to correct typos and other clerical errors within Article V of the bylaws.

Article V
Sections 1-2

No Changes.

Section 3. Election and Terms of Office

(a) Elected Officers: Elected Officers of the Association shall be elected by the procedures set forth in Article VIII of these Bylaws, and shall hold that elected office until the next Annual Membership Meeting or until their successors are elected, except for the President-Elect as provided for in subsection (3)(b) and the Treasurer as provided for in subsection 3(c) of this article.

(b) No Changes

(c) The term of Treasurer shall be for a period until the second Annual Membership Meeting following his or her election at the Annual Membership Meeting. During that two-year period, the Treasurer shall be ineligible for any other Officer or Director position. 

(d) In no event shall a Treasurer elected by the membership be re-elected after two (2) consecutive complete two (2) year terms within one (1) year of completion of said service. This limitation of service shall apply to the Treasurer position commencing with the Annual Membership Meeting in 2012. 

Section 4

No Changes.

Section 5 - Absence

An Officer shall not accept the position unless that person intends to attend all Executive Committee, Board and Membership Meetings except for illness, serious personal and/or professional difficulties or official court business. In the event of anticipated absence, an officer shall request in writing that he or she be officially excused by the President at any time prior to the call to Order of a meeting requiring their attendance. Failure to obtain a presidential excuse twice during that Officer’s term shall be an automatic forfeiture of the office. The office shall be declared vacant by the President at the next regularly scheduled Board of Directors Meeting and the unexpired term shall be filled by a voting Member of the Association who receives the majority vote of the Board of Directors, in accordance with the procedures established in Article VI, Section 6(b) Article VII, Section 9. The approved minutes of the Board of Directors shall create a rebuttable presumption of correctness that any absence of any officer is excused or unexcused.

Section 6 - Duties of Elected Officers.

(a) - (d): No Changes

(e) Treasurer: The Treasurer shall maintain the funds, pay the obligations of the Association, and insure the safe and prudent management of the Association’s finances as directed by the Board of Directors. The Association shall have in place a surety bond covering the activities and responsibilities of the Treasurer. In addition to the foregoing obligations, it is the further duty of the Treasurer to: a) ensure that the Association complies with the filing of any Internal Revenue Service reports, and returns as may be required by law; b) serve as Chairman of the Budget Committee; c) deliver a Budget prepared by the Budget Committee to the Board of Directors; and d) report to the Officers and Board of Directors the financial condition of the Association at all scheduled Board of Directors Meetings. The duties of the Treasurer shall include overall responsibility for budget.

(f) Secretary: The Secretary shall attend and keep accurate minutes of all Board and Membership meetings, as well as all Executive Committee meetings, of the Association. The Secretary shall present minutes of all Board and Membership meetings to the Board of Directors and the Membership for approval. He or she shall also, within ten (10) days of any meeting of the Executive Committee, present minutes of such a meeting for Executive Committee approval, and shall assure that approved minutes of all Executive Committee meetings are distributed to the Board within one month of any Executive Committee meeting, except that the minutes distributed to the Board of Directors may exclude sensitive topics discussed, such as personnel or litigation matters. In the event that the Secretary is unable to undertake his or her duties, he or she shall delegate such responsibilities to another member of the Executive Committee. The Secretary shall also have such other powers and perform such other duties as are incident to the office of Secretary or as may be assigned from time to time by the President and/or the Board of Directors. The duties of the Secretary shall include overall responsibility for Bylaws, internal contracts and Roberts Rules of Order. 

Section 7

No changes.

Section 8 - Vacancies.

In the event that an officer or Officer-Elect, other than the President, is incapable of serving and will remain incapable for a substantial period of the remaining term, such person shall be deemed to have created a vacancy. The determination of such vacancy shall be made by a three-quarters (3/4) vote of the voting members of the Board of Directors present at a scheduled meeting. Upon such determination, the vacancy so created shall be filled pursuant to the provisions of Article VI, Section 6(b)of these Bylaws.

Section 9.

No Changes.

Action Report

The Bylaws Committee recommends the bylaws amendments proposed herein for Treasurer, Secretary and Parliamentarian.

The Executive Committee at its June, 2010 retreat considered changing the Treasurer position by removing it from the chain of succession within the hierarchy leading to the Presidency. To that end the Executive Committee asked the Bylaws Committee to draft a bylaw proposal. While doing so the Bylaws Committee on its own initiative also considered changes to the Secretary and Parliamentarian positions.

I. THE TREASURER

First the Executive Committee believed that the finances of the Association continue to become more complex as the years progress. Second there was a general belief that an elected officer of the Association had to be involved with the Executive Director and Deputy Executive Director not only in planning the budget but on a daily basis throughout the year. This is a practical necessity as well as one of proper governance. Further the feeling was that the Association should have as its Treasurer someone who really wanted to be a treasurer and would have a term of office which would allow for experience and institutional memory to augment the position. Because so much of what the Association now does in terms of services and programs goes beyond one fiscal year having a Treasurer for a longer term would permit an elected officer to partake in the fiscal process with a more complete view of the Association’s activities.

There was some thought at the Executive Committee retreat to having the Treasurer become a three year term. After discussion the Bylaws Committee felt that a two year term was sufficient to accomplish all the goals set forth above and that the Treasurer be limited to two two year terms. If the Treasurer position works as envisioned then four years should permit the type of expertise the Association seeks; if the position does not work, then after two years the Association could decide through its governance processes to effect a change. Overall there was no feeling that changing the Treasurer’s position would diminish the expertise of the remaining officers in understanding the fiscal underpinnings and processes of the Association since the entire Executive Committee (including the First Vice President if a concurrent bylaw change is approved) would be involved in the budget process each year.

II. THE SECRETARY

This bylaw change was initiated by the Bylaws Committee. It results in the deletion from Article V, Section 6(f) the following: “the duties of the Secretary shall include overall responsibility for Bylaws, internal contracts and Robert’s Rules of Order.” The Secretary of the Association at one time in the distant past had these responsibilities but that has not been the case now for several decades. Bylaws responsibilities are vested by the Association’s Bylaws in a Bylaws Committee which follows a Bylaws mandated procedure for amending the bylaws. Robert’s Rules have for many years been determined at least for interpretation purposes by the Parliamentarian (see concurrent proposed bylaw amendment re the parliamentarian). Internal contracts are handled by the Executive Director with the approval of the Executive Committee. These no longer applicable provisions should be eliminated from the current bylaws.

III. CHANGES TO ARTICLE V OFFICERS CAUSED BY MAKING THE TREASURER POSITION TWO YEAR TERM AND OTHER MISCELLANEOUS CHANGES

Article V, Section 3 Election and Terms of Officers is changed to effectuate the new Treasurer position . Please note that during the two-year term of office the Treasurer is ineligible for any other officer or Board position. This section also denotes the term limitation on the Treasurer position.

Article V, Section 3(a) deletes the word “elected” from the first sentence to make it consistent with the remainder of the sentence.

Article V, Section 6(e) Duties of Elected Officers deletes the requirement that “the Association have in place a surety bond covering the activities and responsibilities of the Treasurer.” The Association has not had such a surety bond for many years. This provision hearkened back to a time when the Treasurer handled money. This is no longer the case and therefore this archaic provision should be removed.

Article V, Section 8 Vacancies adds the reference in the last line “Section 6(b)” to properly complete that which had been previously missing.

Article V, Section 5 Absences undergoes a technical change to reflect a proper reference to the correct article and section regarding the election of an officer whose office has been declared vacant.

Amendments to Article V - Officers

The following amendments to the bylaws were submitted by the Board of Directors to the membership at a regularly scheduled meeting in Washington, D.C., on May 20, 2011.

Article V
Section 1

(a) The elected officers of the Association shall consist of President-Elect, First Vice-President, Second Vice-President, Treasurer and Secretary. The President is designated an Officer of the Association.

(b) The Immediate Past President is designated an Officer of the Association, and shall serve as Ombudsman. Should the Immediate Past President be unable to serve as Ombudsman, a substitute Ombudsman shall be appointed by the President. Such person shall be a past president of the Association. Election to office shall be only by eligible voting Members of the Association.

(c) In addition to the elected Officers and the designated Officers of the Association, a Parliamentarian may be appointed by the President at the regular Board Meeting held immediately following the Annual Membership Meeting of the Association. The Parliamentarian shall assist the Board of Directors and the Executive Committee in the interpretation and resolution of parliamentary issues under Robert’s Rules of Order and perform such other duties as may be prescribed by the President and/or the Board of Directors. Notwithstanding any other provision of these Bylaws, the Parliamentarian shall not be an Officer or a member of the Board of Directors. The Parliamentarian shall not serve as either an Officer or a Board of Director’s member during his/her term. The Parliamentarian shall have no vote nor be counted for quorum purposes at meetings of the Board of Directors and/or the Executive Committee.  

Action Report

I. RECOMMENDATION

The Bylaws Committee by a unanimous vote recommends to the Board of Directors the passage of this Bylaws Amendment.

II. THE PARLIAMENTARIAN

This change in the Bylaws is designed once and for all to set forth the duties of the parliamentarian, clarify the parliamentarians’ precise role in voting and in quorum counting and define the position as one not being an Officer or Board member. From time to time over the years there have been a number of different interpretations as to whether the parliamentarian could vote or be counted for the purposes of quorums and more recently the notion has been advanced that the Parliamentarian is in fact an Officer, albeit not an “elected” one. The role of the parliamentarian as the arbiter of Robert’s Rules of Order needed to be clearly stated.

Each president has utilized the parliamentarian in different ways. Some have sought out the parliamentarian as an adviser on Robert’s Rules while others have defined the position as having a person the President can turn to for sage advice. This Bylaw proposal makes emphatically clear that the parliamentarian is (1) not an Officer or Board member, (2) may not serve as an Officer or Board member during the period that the parliamentarian is serving his/her term and (3) has no vote nor can be counted for quorum purposes in either the Executive Committee or the Board of Directors.

The current Bylaw proposal does not impinge on the President who shall continue to appoint the parliamentarian. The Bylaw proposal makes clear that the Bylaws duty of the parliamentarian is to assist the Board and the Executive Committee in the interpretation of Robert’ Rules. This too is precisely what a parliamentarian should be doing. The parliamentarian does not “belong” to any one individual but instead functions to insure that the Association is acting properly in accordance with Robert’s Rules when its functions so as to accord legality to the actions of the Board of Directors.

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