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Bylaws Amendment (Adopted Feb 18, 2011)

The membership voted on February 19, 2011 in San Antonio, Texas, 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.

Bylaws Amendments to Article VII - The Nominating Committee and the Budget Committee

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 October 23, 2010. 

This bylaw amendment restructures the Nominating Committee to create a permanent committee of nine members serving staggered three-year terms. This amendment also adds the First Vice President to the Budget Committee.

ARTICLE VII 
Preamble – Section 3

No Changes

Section 4. Executive Committee

(a) No Changes
(b)(1) No Changes
(b)(2) No Changes

(b)(3) The Executive Committee, if it requires Board approval prior to the next regularly scheduled Board Meeting, may convene an emergency Board Meeting by telephone conference. The telephone conference shall be held at least 3 days after delivering its recommendation and the written materials to the Board by electronic mail ofor facsimile.

(b)(4) In the event a vacancy arises in the office of the Executive Director that necessitates the immediate naming of an Executive Director to prevent harm to the Association, as determinedby the President, the President, upon approval of the Executive Committee, shall designate an interim Executive Director. Said appointment shall be effective until the permanent Executive Director assumes his or her office in accordance with subparagraph (2) Article VII, Section (4)(a) above.

(c) No changes

(d) Board Representatives: The two (2) Board Members who serve on the Executive Committee shall be selected by lottery from those members of the Board who are interested at the Board Meeting immediately following the Annual Membership Meeting. They shall serve a term of one (1) year, and may not be elected selected to more than two (2) consecutive terms. One such representative shall be serving a first term as a Board Member and the other shall be serving a second term as a Board Member.

Section 5. Nominating Committee

The President-Elect shall appoint a Nominating Committee consisting of one Member shall consist of nine (9) members of the Association. from each Federal Judicial Circuit. No candidate for office shall be appointed to or serve on the Nominating Committee No member of the Nominating Committee shall be a candidate for any Officer or Board of Director position during the period of his or her service on the Nominating Committee.At least four of the Members so chosen shall not be current Officers of the Association and every Member so chosen must have served, or currently serve, as an Association Committee Chair, Co-Chair, Vice-Chair, Board Member or Officer. The President-Elect shall designate the chairperson(s) of such committee. A nonvoting member shall not be eligible to serve on the committee.

(a) Duty: The duty of the Nominating Committee shall be to recruit and to nominate candidates for election as Directors and Officers of the Association. The Nominating Committee shall only nominate qualified candidates. The Nominating Committee will endeavor to assure diversity of representation among the Federal Judicial Circuits whenever practicable, by nominating candidates to assure that there will be a minimum of two Directors representing each such Circuit. The Nominating Committee shall likewise consider a candidate’s years of membership and service to the Association and the profession while endeavoring to assure minority and gender representation on the Board of Directors. Each year, the Nominating Committee shall review and adopt guidelines for its operation.
b) Term: The Members of the Nominating Committee shall serve for a period of one (1) year beginning with the close of the fall Board of Directors meeting.

(b) Term: Notwithstanding any other provisions of these Bylaws, members shall be appointed to three-year terms. Initially, following the Annual Membership Meeting in 2011, three members of the Nominating Committee shall each be appointed to terms of one, two, and three years. Subsequently, each President shall appoint members of the Nominating Committee to fulfill expired terms. Each President’s appointments shall include at least one Past President of the Association. Whenever practicable, the President shall endeavor to ensure that there be no more than one (1) member of the Nominating Committee from each Federal Judicial Circuit. In the event of a vacancy on the Nominating Committee, the President shall appoint a replacement to fulfill the unexpired term in consultation with the Nominating Committee Chairperson(s). In no event shall a member of the Nominating Committee be re-appointed after two (2) consecutive complete three (3) year terms within one (1) year of completion of said service. Nothing in this provision shall in any way affect the powers of the president as enumerated in Article V, Section 6(a) of these bylaws. 

(c) Notice: The Nominating Committee shall notify the Executive Director, in writing, no less than seventy-five (75) days before the date of the Annual Membership Meeting of the Association, of the names of its candidates. Within one week of receipt of the names of the candidates of the Nominating Committee, the Executive Director shall notify each member of the names of the Nominating Committee’s candidates and shall post such names on the Association’s website. The Executive Director shall, within one month of receiving the list of nominated candidates, specify a deadline for the receipt of nominating petitions, in an Association publication sent to each voting member. The notice shall include the names of the candidates nominated by the Nominating Committee. 

Sections 6

No Changes

Section 7: Budget Committee

Upon installation in office, the President-Elect shall appoint a Budget Committee comprised of the Treasurer, as chair, Secretary, First Vice President, Second Vice-President, the President-Elect, the incoming chair of the Continuing Legal Education Committee, and two Board representatives appointed by the President-Elect. The Board representatives appointed shall not be the same as the Executive Committee representatives elected under Article V, Section 8 (c).The President may appoint an additional at-large member of the Budget Committee who shall be a voting member of the association and who shall accept and be subject to the same fiduciary obligations as a member of the Board of Directors. The duty of the Budget Committee is to develop and recommend a budget for the Association, with the advice and recommendation of the Executive Committee, to the Board of Directors at a Board of Directors Meeting immediately following the Annual Membership Meeting for the forthcoming fiscal year. The Budget Committee shall consider and make recommendations to the Board of Directors regarding any amendments to the Association’s approved annual budget after said Board of Directors meeting. It is the duty of the Board of Directors to approve an annual Association budget.

Sections 8 – 10

No Changes

ACTION REPORT

The Bylaws Committee has considered the above bylaw amendments and recommends their adoption.

The Executive Committee at its summer retreat asked the Bylaws Committee to draft a bylaw proposal which would change the Nominating Committee and also make a substantive change in the composition of the Budget Committee. These proposals address the requests.

At the Executive Committee retreat then-President Elect Jim Lavine suggested that for governance purposes the Nominating Committee of the Association had to function differently than in the past and as a result its composition would also change. To function properly the Nominating Committee must assume in the first instance a recruitment function in addition to its ordinary nominating duty. That is to say the Nominating Committee on a year-round basis will be charged with seeking and identifying those persons who will be the future leaders of the Association. This will require more than just meeting once or twice a year in the months preceding the issuance of nominations. Additionally this added duty requires that there be a core group of persons who know and are familiar with the activities of the Association and who are the persons playing leadership roles. Moreover the nominating committee will go beyond its usual function of nominating and actively seek persons to become involved in the Association’s activities with a view toward assuming leadership positions on the board of Directors.

To preserve the power of the president while simultaneously providing for the increased responsibilities the nominating committee will have nine persons with three people in each category having a term of one year, two years and three years. Each grouping of three persons will also have at least one past President. The Nominating Committee shall each year select its own Chairperson. Further each year the Nominating Committee must adopt and review guidelines for its operation which must be approved by the Board of Directors. This latter provision seeks to bring continuity and order to the way the Nominating Committee conducts its business.*

There are several technical changes to Article VII, Section (b)(3), (b)(4), 4(d) which are self-explanatory. These changes correct earlier typos or change references occasioned by changes made in paragraph reference points.

Finally Article VII, Section 7, at the request of Executive Committee, adds to the Budget Committee the First Vice President who for some reason was not a member although everyone else on the Executive Committee already is part of the Budget Committee. Doing so reinforces the notion in effect for many years that the Executive Committee thoroughly partakes in and understands the budget process to plan and guide the Association each year.

ADDENDUM

*The Board of Directors at its October 23, 2010 meeting voted to amend the proposed bylaw changes, striking the requirement that the guidelines of the Nominating Committee be approved by the Board and the provision that the Nominating Committee select its own chair (that authority remains vested with the president).

Proposed Bylaws Amendments to Various Articles

This bylaw amendment effects several amendments to correct typos and errors within the Bylaws.

Article III – Meetings, Rules

Section 1. Rules of Meetings

All Membership and Board of Directors Meetings shall be conducted in accordance with Robert’s Rules of Order, unless otherwise provided herein. All Executive Committee and Article XVI VII Committee Meetings may be conducted in accordance with Robert’s Rules of Order, upon proper motion.

Sections 2 – 7

No Changes

Article VI – Board of Directors
Sections 1 – 5

No Changes

Section 6: Absence, Incapacity, Vacancy, Reinstatement

(a) No Changes
(b) No Changes
(c): In the event that a Director, and/or Director-Elect is incapable of serving and will remain incapable for a substantial period of his or her 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.

Article VIII – Nominations, Elections 
Section 1: Membership Nominations

Any member qualified to vote may be nominated as a candidate for any Officer or Director position. A member may be nominated by one of three means: a) By the Nominating Committee, as set forth in Article VII, Section 5(a)1 of this Article; b) Any Member of the Association qualified to vote may nominate by petition any other Member qualified to hold office; or c) Any Member qualified to vote may nominate by petition himself or herself.

Sections 2 – 3

No Changes

ACTION REPORT

The Bylaws Committee recommends the following technical changes to Article III Meetings, Rules; Article VI Board of Directors; Article VIII Nominations, Elections.

Article III, Section 1 Rules of Meetings contains a reference in the last line to “Article XVI Committees.” There is no Article XVI and to correct this typo the word should be replaced with “Article VII.”

Article VI Section 6 (c) in the last line is missing a Section reference and so this is now corrected to read “Section 6(b).”

Article VIII, Section 1 Membership Nominations in the second sentence read “Section 1 of this Article.” This was incorrect and should be corrected to read “Article VII, Section 5(a).”

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