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Bylaws Amendment (Proposed Feb 16, 2019)

Notice of Proposed Bylaws Amendment

Pursuant to Article XIII, Section 3 of the Bylaws, this shall serve as notice of a proposed amendment to the NACDL Bylaws. On February 16, 2019, at a regularly scheduled meeting in Phoenix, Arizona, the Board of Directors voted to submit this proposed change to the membership. The membership will vote on the adoption of these proposed amendments on August 3, 2019, at its 2019 Annual Meeting in Philadelphia.

Proposed Bylaws Amendments

This amendment makes changes to Articles III, V, and VII.

Table of Contents

Article III. Meetings, Rules

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Sections 1-6

No changes 

Section 7: Meetings

The Board of Directors shall meet after Membership Meetings of the Association at the site of the Membership Meetings. There shall be at least two (2)one other regular Board Meetings during the year at a location approved by the Board of Directors. Special meetings may be called at any time by the Board of Directors upon written consent to time and place by a majority of the members of the Board or by call of the President.

Article V. Officers

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Sections 1-5

No changes 

Section 6: Duties of Elected Officers

The duties and powers of the elected Officers of the Association shall be as follows:defined by the Board of Directors upon recommendation of the Nominating Committee 

(a) President: The President shall be the Chief Executive Officer of the Association. It shall be his or her responsibility to oversee and coordinate the activities of the Association and to preside at all Executive Committee, Board of Director and Membership Meetings. The President shall be the spokesperson for the Association and whenever practicable shall appear publicly for the Association and promote its policies, objectives, and resolutions. The President shall have responsibility for policy matters at all meetings and shall have the authority to create committees, consisting of only Article IV members, and appoint a Chairperson or Co-Chairpersons, Vice-Chairs and members of each committee. 

The President shall have the authority to discontinue committees and to remove the Chairperson or Co-Chairpersons, Vice-Chairs or other committee members. The President may appoint an Association voting member delegate or liaison to any other association on behalf of the Association. The President may create ad hoc committees to address particular issues relating to the interests, purposes and objectives of the Association. The duties of the President shall include overall responsibility for serving as ex officio member to all Committees. 

(b) President-Elect: The President-Elect of the Association shall assist the President in the performance of the presidential duties and also, the President-elect shall perform such other duties as may be prescribed by the President and/or the Board of Directors and/or by these Bylaws. In the absence of the President, the President-Elect shall act as Chief Executive Officer of the Association, in accordance with Section 6 (a) of Article V. In event of death of the President or in the event of the President’s resignation or removal from office, the powers and duties of the President shall devolve upon the President-Elect who shall conclude the term of office of the President in accordance with the provisions of Article V, Section 6(a). The duties of the President-Elect shall include overall responsibility for government/public affairs. 

(c) First Vice-President: The First Vice-President shall assist the President and President-Elect in the performance of their duties and perform such other duties as may be prescribed by the President and/or the Board of Directors. In event of death of the President and the President-Elect or in the event of the President’s and President-Elect’s resignation or removal from office, or a combination thereof, the powers and duties of the President shall devolve upon the First Vice-President who shall conclude the term of office of the President in accordance with the provisions of Article V, Section 6(a). The duties of the First Vice-President shall include overall responsibility for member services/membership. 

(d) Second Vice-President: The Second Vice-President shall assist the President, President-Elect and First Vice-President in the performance of their duties and perform such other duties as may be prescribed by the President and/or the Board of Directors. In event of death of the President, the President-Elect, and First Vice-President or in the event of the President’s, President-Elect’s and First Vice-President’s resignation or removal from office, or a combination thereof, the powers and duties of the President shall devolve upon the Second Vice-President who shall conclude the term of office of the President in accordance with the provisions of Article V, Section 6(a). The duties of the Second Vice-President shall include overall responsibility for education and planning. 

(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. 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. 

Sections 7-9

No changes 

Article VII. Committees

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Preface - Section 3

No changes 

Section 4: Executive Committee

(a) - (d) No changes 

(e) The Executive Committee shall meet in person at least five times per year. The Executive Committee shall meet as necessary on other occasions telephonically or by other electronic transmission to manage the business of the association. 

Section 5: Nominating Committee

The Nominating Committee shall consist of nine (9) members of the Association. 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. 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 (1) define the duties of Directors and Officers of the Association, subject to approval by the Board of Directors; and (2) to nominate candidates for election as Directors and Officers of the Association. The Nominating Committee shall only recruit and nominate qualified candidates who are aware of, understand, and are reasonably likely to discharge the duties of the of an officer or director. 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) - (c) No changes 

Sections 6-10

No changes 

Section 11: Governance Committee

The President shall appoint a Governance Committee. The Governance Committee shall biennially present its report and recommendations to the Board of Directors regarding the size and composition of the Board of Directors. 

Action Report of the Bylaws Committee

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On February 16, 2019, Bylaws Committee Chair Chris Wellborn described the amendmends to the board as follows.

The amendment to Article III implements the recommendation in NACDL's strategic plan to reduce the number of regularly scheduled meetings of the board of directors from four to three. It also ensures that the executive committee continues to meet in person at least five times per year.

The amendment to Article V vests the board with authority to define the duties of elected officers, based upon a recommendation from the Nominating Committee. This allows the board to change duties of elected officers in a more flexible fashion. The Nominating Committee would not determine what the duty of officers are, but rather recommend descriptions for the Board to act upon. The amendment also vests the Nominating Committee with the duty to define the responsibilities of Officers and Directors, subject to the approval of the Board of Directors.

The newly created Article VII, Section 11 implements the recommendation in NACDL's strategic plan to add a Governance Committee that advises the president and board regarding size and composition of the board of directors. The governance committee does not have the authority to choose or select what the board should look like; rather it reports recommendations to the Board for the Board to consider and possibly act upon.

 
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