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Bylaws Amendment (Proposed Oct 27, 2018)

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 October 27, 2018, at a regularly scheduled meeting in Savannah, Georgia, 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 February 16, 2019, at its 2019 Midwinter Meeting in Phoenix.

Proposed Bylaws Amendments

This amendment makes changes to Articles II, III, IV, V, VI, VII, and XI as follows.

Table of Contents

Article II Mission, Purposes

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Section 1. -Mission

The mission of the National Association of Criminal Defense Lawyers is to:NACDL's mission is to serve as a leader, alongside diverse coalitions, in identifying and reforming flaws and inequities in the criminal justice system, including systemic racism; and to equip the criminal defense bar to provide the highest quality representation, to ensure Ensure justice and due process for persons accused of crime.

Foster the integrity,
independence and expertise
of the criminal defense profession.

Promote the proper and fair
administration of criminal justice.

Section 2. -Objectives and Purposes

The Association envisions a society where all individuals receive fair, rational, and humane treatment within the criminal justice system. The Association pursues this vision through is formed exclusively for charitable, scientific, educational and legislative purposes endeavors including, without limitation, the following:

(a) To promoteThe promotion, study, and research in the field of criminal defense law and procedure and constitutional law;

(b) To disseminateThe dissemination, by lecture, seminars and publications such theories, technologies and techniques that support or promote the field of criminal defense advocacy;

(c) To sponsorThe sponsorship of periodic meetings of the criminal defense bar; to provide a forum for the exchange of information regarding the administration of criminal justice; and thereby to protect individual rights and improve the practice and procedures of criminal law;

(d) To representRepresenting the Association before the legislative, executive and judicial bodies which determine policy for the state and federal governments in a manner that promotes the mission of the Association and its objectives and purposes; and

(e) To preserveThe preservation, protectprotection, and defenddefense of the adversary system of justice and the Constitution.

The National Association of Criminal Defense Lawyers believes that continued recognition and adherence to the Bill of Rights by the Judicial, Legislative, and Executive branches of government are necessary to sustain the quality of the American system of justice.

Article III Meetings, Rules

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Section 1 - Section 5

No changes.

Section 6. -Quorum and Majority for Board Meetings

(a) The number necessary to constitute a quorum for the transaction of Association business at a Board Meeting is governed by Robert’s Rules of Order. In order to determine a quorum for Board of Directors Meetings, Officers of the Association in attendance shall be counted; past presidents in attendance shall not be counted.

(b) For the purpose of determining the majority vote at a Board of Directors Meeting, all past presidents of the Association, however, shall be eligible to vote as long as they are current voting members whose yearly dues are paid. For the purposes of transacting Association Board business, all Officers shall be included as members of the Board of Directors and shall be entitled to vote. 

Section 7.

No changes.

Article IV Membership

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Section 1: Membership Categories

The Board of Directors will define categories and associated voting rights for the membership of this Association shall be divided into the following categories: Life Member, President’s Club, Sustaining, Regular, Public Defender, Law Professor, Military, New Lawyer, Associate, Law Student Division, Charter, Honorary, and Emeritus. Admission into each classcategory shall be subject to the eligibility requirements of Article IV, Section 2, and any additional requirements defined by the Board of Directors for the categorythe admission procedures of Section 14 of Article IV and the final determination and approval of the President, Executive Director, or Board of Directors, whichever is warranted by the class of membership sought. Voting privileges will be limited to attorneys who are members of the bar in good standing, or who have voluntarily elected inactive or retired status. The Board of Directors shall not define a membership category that extends voting privileges to individuals employed exclusively as government prosecutors. 

Section 1. -Life Membership

The title of Life Member shall be conferred by the Board of Directors on a Regular Member, Public Defender Member, Law Professor Member, Military Member, New Lawyer Member, President’s Club Member or Sustaining Member who, in lieu of the payment of the established Regular Membership dues, makes a onetime dues payment to the Association in an amount established by the Board of Directors. A Life Member shall not thereafter be required to pay annual membership dues. A Life Member may vote in all general membership matters.

Section 2. -President’s Club Membership

The title of President’s Club Member shall be conferred by the Board of Directors on a Regular Member, Public Defender Member, Law Professor Member, Military Member, New Lawyer Member or Sustaining Member who, in lieu of the payment of the established Regular Membership dues, pays dues to the Association in an amount established by the Board of Directors. A President’s Club Member may vote in all general membership matters.

Section 3. -Sustaining Membership

The title of Sustaining Member shall be conferred by the Board of Directors on a Regular Member, Public Defender Member, Law Professor Member, Military Member, or New Lawyer Member who, in lieu of the payment of the established Regular Membership dues, pays dues to the Association in an amount established by the Board of Directors. A Sustaining member may vote in all general membership matters.

Section 4. -Regular Membership

Regular Membership in the Association shall be available to attorneys of professional competence, integrity and good moral character who are actively engaged in or retired from the defense of criminal cases, and who pay dues to the Association in an amount established by the Board of Directors. A regular member may vote in all general membership matters.

Section 5. -New Lawyer Membership

New Lawyer Membership in the Association shall be available to attorneys of professional competence, integrity and good moral character who are actively engaged in the defense of criminal cases and who have been admitted to the Bar for five (5) years or less, and who pay dues to the Association in an amount established by the Board of Directors. A New Lawyer member may vote in all general membership matters.

Section 6. -Law Professor Membership

Law Professor Membership in the Association shall be available to professors employed full time on the faculties of accredited law schools. Law Professor Members shall pay dues to the Association in an amount established by the Board of Directors. A Law Professor member may vote in all general membership matters.

Section 7. -Public Defender Membership

(a) Public Defender membership shall be available to attorneys of professional competence, integrity and good moral character who are in the full-time employ of local, state or federal public defender offices or legal services agencies. A Public Defender Member shall pay dues in an amount established by the Board of Directors. A Public Defender Member may vote in all general membership matters.

(b) Public Defenders — Group Membership

Public Defenders are eligible for discounted Group Membership annual dues at an amount established by the Board of Directors. Furthermore, the Board of Directors shall determine the minimum number of attorneys required to create a Group Membership and shall also determine if such a group applies to state-wide and local groups of attorneys. A Public Defender who is a member of NACDL by virtue of a Group Membership is entitled to vote in all general membership matters only if that individual Public Defender pays the additional membership dues so as to equal the prevailing Public Defender Membership dues.

Section 8. -Military Membership

Military membership shall be available to all full-time, active duty military lawyers engaged primarily in criminal defense. A Military Member shall pay dues in an amount established by the Board of Directors. A military member may vote in all general membership matters.

Section 9. -Law Student Division Membership

Law Student Division Membership shall be available to persons of integrity and good moral character who are students in a law school. A Law Student Member shall pay dues in an amount established by the Board of Directors. A Law Student Member may not vote at any general membership meeting, nor in any general membership election. A Law Student Member is eligible to vote only in the election of a Law Student Member as an ex officio member of the Board of Directors.

Section 10. -Associate Membership

Associate Membership in the Association shall be available to persons of integrity and good moral character who are not actively engaged in the defense of criminal cases, but whose duties and responsibilities are a part of, or contribute to, the defense of criminal cases. There shall be included in this Membership the following: members of the judiciary, and non-lawyers who support the goals and objectives of the Association. An Associate Member shall pay dues in an amount established by the Board of Directors. An Associate Member may not vote in any general membership meeting, nor in any general membership election.

Section 11. -Honorary Membership

(a) Any person who shall have made an outstanding contribution to the public welfare and aided in the achievement of the goals of this Association may be proposed for Honorary Membership by five (5) Regular Members of the Association.

(b) The proposal for Honorary Membership shall be made in writing, subscribed by five (5) Members and submitted to the President of the Association.

(c) An affirmation vote of a majority of the Board of Directors shall be required to elect any Honorary Member.

(d) In any given year, no more than two (2) Honorary Members may be elected.

(e) In addition to Subsection (d), a Public Defender, a Law Professor, a Military, a New Lawyer, a Regular, Sustaining, President’s Club or Life Member of the Association who is elected or appointed to the Judiciary or the Congress of the United States may thereafter become an Honorary Member for the period of such office.

(f) An Honorary Member may not vote in any general membership meeting, nor in any general membership election.

(g) Honorary Members are exempt from the payment of dues, but this in no way exempts the Honorary Member from the payment of expenses incurred in connection with any meeting or seminar of the Association.

Section 12. -Charter Membership

The Charter Members of the Association shall consist of those persons who, prior to August 16, 1958, signified their intention to join the Association and whose Membership applications were subsequently approved by the Board of Directors. In order for a Charter Member to be eligible to vote in any matter affecting the general membership, or in any general membership election, he or she must also be either a Regular, Public Defender, Sustaining, President’s Club or Life Member. Otherwise, a Charter Member may not vote in any general membership meeting, nor in any general membership election.

Section 13. -Emeritus Membership

(a) Emeritus Membership is available to a voting Member of at least fifteen (15) years who has retired from the active practice of law.

(b) An Emeritus Member shall pay dues in an amount established by the Board of Directors, which shall be less than that required of any voting category of membership. An Emeritus Member may not vote in any general membership meeting, nor in any general membership election.

(c) A voting Member seeking Emeritus Membership shall submit a written request for reclassification in conformity with the admission procedures of Article IV.

Section 142. -Admission to Membership

All applications for Membership shall be made in writing and are subject to the approval of the President or the Executive Director, or a designee of either. An appeal from a rejection of membership shall be had by the applicant to the Board of Directors at the next regularly-scheduled Board of Directors Meeting. On said appeal, the Board of Directors may approve the application by majority vote if the candidate meets the eligibility criteria prescribed for the category of membership that the applicant seeks. The Board’s decision on an appeal is final. An unsuccessful applicant may file a new application after one year has elapsed from the rejected applicationthe applicant may be approved for any category of membership which the applicant is eligible. The vote of the Board of Directors shall be by majority vote and said voting decision is final.

Section 15. -International Membership

International membership shall be available to attorneys of professional competence, integrity, and good moral character who are actively engaged in the defense of criminal cases who hold passports issued by, or who are citizens of, nations other than the United States of America, or any of the fifty states, and who pay dues in an amount established by the Board of Directors. An International Member may vote in all general membership matters.

Section 163. -Voting

Each voting Member shall be entitled to vote at the Association’s meetings and in the Association’s elections and be entitled to sign nominating petitions, provided their dues are currently paid.

Section 174. -Revocation of Membership

Membership of all classes and categories may be revoked for cause by vote calling for such revocation by three-quarters (3/4) vote of the voting membership of the Association in attendance at the Membership Meetings. Any amendment to the Bylaws that would terminate all Members or any classcategory of membership or redeem or cancel all memberships or any classcategory of memberships must meet the requirements of the Bylaws regarding amendment and this section.

(a) No changes.

(b) Any opposition to the resolution shall include written commentary not exceeding one thousand (1000) words opposing the amendment submitted by the classcategory of membership sought to be revoked, provided such statement is submitted by members having three percent or more of the voting power. Such statement shall be submitted by one member of the classcategory sought to be revoked. Said statement shall be submitted not later than twenty (20) days after the Board has voted to submit such amendment to the membership for approval or rejection. Said commentary shall be published in an Association publication.

Section 185. -Resignation

(a) Any Member of the Association may resign from any classcategory of membership. Such resignation may be written and may be accompanied by a brief statement stating the reason therefore. Resignation is effective when received by the Executive Director, unless the notice specifies a later effective date.

(b) - (c) No changes.

Section 196. -Definition: Current Membership

A Member is considered current provided his/her dues are paid by the last day of his/her anniversary month; however, once the dues are paid, the Member becomes current.

Article V Officers

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Section 1. -Designation

(a) - (c) No changes.

(d) The officers of the Association shall be ex officio members of the Board of Directors and have voting privileges. 

Sections 2 - 9

No changes.

Article VI Board of Directors

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Section 1. -Qualifications

No changes.

Section 2. -Number of Members

The Board of Directors shall consist of thirty-five (35) elected Members of the Association (as defined in Section 1);, and four (4) representatives from the Affiliate Associations (as defined in Article IX); and the Officers of the Association as designated in Article V of these bylaws, who shall be ex officio members of the Board of Directors and have voting privileges.

Sections 3 - 9

No changes.

Article VII Committees

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Committees:

The Association shall have Standing Committees. The Standing Committees are: Audit, Budget, Bylaws, Elections, Executive, Investment and Nominations.

Sections 1 - 3

No changes.

Section 4. –Executive Committee

(a) Purpose and Composition: The purpose of the Executive Committee shall be to act on Association business and transactions during the interim period between Board of Directors Meetings. The Executive Committee shall meet as necessary and may meet by telephonic or other electronic transmission to manage the business of the Association. The Executive Committee shall consist of the President, President-Elect, First Vice-President, Second Vice-President, Treasurer, Secretary, Immediate Past-President, and two (2)three members of the Board of Directors as identified in section 4(d) of this article. In the event of a vacancy in the office of Executive Director, the Executive Committee or its designee(s) shall be charged with the duty of reviewing applications for the position of Executive Director of the Association and shall make a recommendation to the Board of Directors to fill the vacancy.

(b) - (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 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.

(1) Number and Term: Notwithstanding any other provisions of these Bylaws, three Board Representatives shall be appointed to the Executive Committee by the Board of Directors. Board Representatives shall serve staggered three-year terms and shall be non-officer members of the Board of Directors. 

(2) Selection: At each Annual Board Meeting, the newly installed President shall nominate a member of the Board of Directors to serve as a Board Representative. Each incoming President, prior to being installed as President, shall announce his or her nomination to the Board of Directors. A member of the Board of Directors may nominate himself or herself or another member of the Board of Directors to serve as Board Representative. Board Representatives shall be appointed by a majority vote of all members of the board of directors then in office. At least one Board Representative shall be a first term Board Member and at least one Board Representative shall be a second term Board Member. The President and Board of Directors shall endeavor to assure minority and gender representation on the Executive Committee. 

(3) Vacancy: The remainder of an unexpired term of a Board Representative that becomes vacant shall be filled by a non-officer member of the Board of Directors. The existence of a vacancy shall be declared by the President, and the vacancy shall be filled at the next scheduled meeting of the Board of Directors by a majority vote of those members of the Board of Directors then in office. The President shall nominate a member of the Board of Directors to fill the vacant term, and members of the Board of Directors may nominate themselves to fill the vacant term. 

(4) Effective Date and Initial Selection of Board Representatives: This section as amended shall take effect for selection of Board Representatives beginning with the 2019 Annual Meeting. Three Board Representatives shall be appointed at the 2019 Annual Board Meeting; one each to terms of one, two, and three years. The incoming President shall announce the nominees for all three positions prior to being installed as President at the 2019 Annual Membership Meeting. 

Sections 5 - 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 toshall develop and recommend a budget for the Association no later than 30 days prior to the start of the fiscal year. The proposed budget shall then be presented to the Executive Committee for action prior to the start of the fiscal year, and thereafter, to the Board of Directors at its next regular meeting. In the event the next regular meeting of the Board of Directors does not occur prior to the start of the fiscal year, the Executive Committee shall adopt a provisional budget, subject to amendment without limitation by the Board of Directors at its next regular meeting, 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 final annual Association budget. The Budget Committee shall consider and make recommendations to the Board of Directors regarding any amendments to the Association’s approved annual budget subsequent to its adoption in accordance with the provisions of Article XI, Section 3. 

Sections 8 - 10.

No changes.

Article XI Finances

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Section 1. -Annual Dues

Upon recommendation by the Executive Committee, and passed by majority vote of the Board of Directors, the annual dues of all classescategories of Membership may be changed at any MembershipBoard Meeting.

Section 2. -Payment of Dues

(a) New Members: Individuals whose membership has lapsed, or individuals who join the Association for the first time for any classcategory of membership are New Members for one year. Dues are payable upon tendering of an application for Membership and its acceptance.

(b) Other Members: Individuals who are not New Members and remain within any classcategory of membership are other Members. Dues, therefore, are payable upon receipt of the annual dues invoice.

Section 3. -Budget Revisions

No changes.

Action Report of the Bylaws Committee

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The Bylaws committee reviewed and drafted proposed amendments pursuant to the recently adopted strategic plan and a recommendation from the treasurer and management. The committee recommends the changes as outlined below. The recommendations have been sent to the Membership, Budget, and Executive Committees for review and comment. The Bylaws Committee met on October 4, 2018, and upon a vote of 4-0 recommended that the following amendments be adopted by the board and membership (the fifth committee member was absent from the call but conveyed his support to the committee via the committee chair). The Bylaws Committee will seek an affirmative vote of the Board of Directors to submit the recommendations to NACDL’s Membership for approval at its 2019 Midwinter meeting. 

The proposed amendments implement the revised mission statement included in the strategic plan, grant authority to the board of directors to establish membership categories, clarify the status of officers as members of the board of directors, amend the process by which board representatives are selected, and amend the budget adoption process.

Amendments Implement the New Mission and Vision

Article I § 1-2 contains the mission and purposes of the association. The Bylaws Committee recommends that they be amended to implement the new mission and vision statements developed and included in NACDL’s strategic plan.

Amendments to Clarify the Status of Officers as Members of the Board of Directors

Pursuant to recommendations from outside counsel, the committee recommends amendments to Article III § 6, Article V § 1(d), Article VI § (2), and related provisions to clarify that the officers of the association are ex officio members of the board of directors.

Amendments to Provide the Board of Directors with Flexibility in Defining Membership Categories

The strategic plan calls for new membership categories to permit appropriate membership for lawyers who have peripheral involvement in the criminal justice system, who practice in holistic law practices, as well to provide for group memberships and/or law firm memberships.

The current bylaws establish the association’s membership categories. By establishing membership categories in the bylaws, the association cannot add, modify, or delete membership categories without going through the extremely cumbersome process of amending the bylaws.

NACDL’s Membership Committee has long sought the flexibility provided by this amendment. The goal is to enable the Board of Directors to address declining membership and to recognize that there are many lawyers whose primary focus is not criminal defense but whose work necessarily requires them to understand the workings of the criminal justice system and therefore would benefit from NACDL membership. Examples include immigration lawyers who regularly interact with the criminal defense lawyers who oversee a client’s criminal matter, or in-house attorneys who cannot effectively represent their employer without familiarity of substantive criminal law provisions. The proposed amendment would also provide the board of directors with the flexibility needed to test or adopt membership categories for various group and firm memberships.

The committee recommends amendments to Article IV § 1-2 to implement this change, and subsequent renumbering of subsequent sections.

The committee also recommends the global replacement of references to membership classes with “membership category.”

Amendments to the Number and Selection of Board Representatives to the Executive Committee

The Bylaws Committee recommends updating the anachronistic process by which board representatives to the Executive Committee are selected. This recommendation is both pursuant to the strategic plan and consistent with an explicit recommendation from outside counsel to bring the selection of board representatives into compliance with the D.C. code.

The recommended provisions increase the number of board representatives to three, provide that the representatives serve staggered three-year terms, establishes the process by which they are nominated by the president, or alternatively by members of the board, and thereafter subject to election by the board, and establishes how the representatives will be initially selected when the provisions take effect at the 2019 Annual Meeting. These provisions better comport with the D.C. Code, which requires that such appointments be made by a supermajority of the board. The recommended amendment requires that the board elect a board representative by a majority of board members then in office.

Amendments to Update the Budget Adoption Process

The current budget adoption process is antiquated. Under current bylaws, the budget must be adopted by the board of directors at the annual meeting. To do that, and to afford the board adequate time to consider the proposed budget, it is necessary for both the Budget and Executive Committees to propose and recommend the budget several weeks prior to the Annual Meeting (and usually in conjunction with the Executive Retreat, which takes place the first weekend of June). Given NACDL’s October 1 fiscal year start date and the normal 30-to-45 day lead time in preparing fiscal reports, the Budget Committee must propose a fiscal year budget based on no more than six months of performance data for the current fiscal year.

Additionally, NACDL’s operational budget has grown increasingly dependent upon external funding over the past ten years. Many funders, including the federal government and the NACDL Foundation for Criminal Justice, do not make funding decisions until the fall. Thus, invariably the budget, which is proposed in late spring, is out of date when it takes effect and must be amended through a cumbersome process.

All recent treasurers of the association have supported a change to this process.

The Bylaws Committee recommends amendments to Article VII § 7 to require that the Budget Committee develop and recommend a budget no later than 30 days prior to the start of the fiscal year. The proposed budget must then be presented to the Executive Committee for action prior to the start of the fiscal year, and thereafter to the Board of Directors at its next regular meeting. If the Board of Directors does not meet prior to the start of the fiscal year, the Executive Committee is authorized to adopt a provisional budget, subject to amendment without limitation by the Board of Directors at its next regular meeting.


See D.C. Code § 29-406.25(b)
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