Update on our Bylaws Vote
Following our Town Hall meeting in November which reviewed our proposed bylaws changes, we’ve heard from several members with concerns about the proposal to shift to from an election to a selection process for the Secretary-Treasurer position. We appreciate those who were willing to directly share feedback and concerns.
Based on member feedback, the Board of Directors has chosen to pause our bylaws vote and reconsider our proposal to shift to a selection process for the Secretary-Treasurer. The Board is currently working through a plan for how we will move forward, and we look forward to sharing more information with you soon.
In the meantime, we are planning to move forward with seeking approval for the more standard clarification edits that were recommended by our attorney to follow California non-profit requirements. You can expect to see that email in your inbox in the coming weeks, along with the full explanation for all proposed changes. The proposal to move to a Secretary-Treasurer selection process will not be included in these proposed bylaws changes.
NAMSS aims to be transparent and to serve the best interests of the organization, but also our members. We’re grateful for your continued engagement, for your passion for NAMSS and your willingness to share your concerns and recommendations with us. We look forward to sharing more information about our new path forward soon, but please feel free to contact us directly if you have any questions or comments.
Updated Bylaws Language
NAMSS bylaws have not been updated since 2015. Most recommended updates are administrative and intended to add clarity. In addition, many of our recommended updates are based on the NAMSS attorney’s recommendations to bring the NAMSS bylaws in line with California non-profit requirements. NAMSS is incorporated in California, so we must follow their laws.
Per our bylaws, all bylaws changes must be proposed to the membership and must be approved by a 2/3 majority of votes. The vote will open in mid-February 2025.
The current NAMSS bylaws can be found on our website.
ARTICLE 7: BOARD OF DIRECTORS
These updates are based on our attorney’s recommendation and California requirements. There is no change to our current processes.
- Section 3. Terms of Office
- Updates to language to clarify that Officers are included in the Board composition
- Updates to language to clarify term limits and special circumstances
The changes in this section clarify that officers are included in the Board composition and clarify term limits. There is new language here to clarify that if there is a vacancy in a Board position, anyone who is appointed to fill that vacancy would still be allowed to be elected to another term. This is a rare circumstance, but we’re recommending a change for clarity and so processes are well defined.
This section includes more language updates to match California requirements. This is not a change in practice – these requirements have been in place and will remain in place.
- Section 4. Eligibility:
- Added language regarding eligibility criteria per California laws
- Section 10. Resignation
- New language to provide guidance for resignation from the Board
This new language provides parameters for a board member to resign from the Board. This was our attorney’s recommendation to ensure that we have a process in place.
- Section 11. Vacancies
- Updates to provide clarity
The additional language clarifies the process of replacing an open position on the Board. This is not a change to the process, but we’re adding additional language for clarity, and language which states that anyone who is appointed to fill a vacancy would not then be disallowed from running for a full term on the Board.
ARTICLE 8. OFFICERS
- Section 1. Offices, Eligibility and Duties
- Language added to provide clarity, add qualifications and specific duties per California law
The additional language lists the eligibility requirements for serving as a NAMSS officer. There is a change to process here, in which we’re now recommending that we require an officer to have previously served on the NAMSS Board of Directors as a Director-at-Large. The role of officer is large and important, and the Board feels its necessary that officers must have previously served in a Director at Large role to fully understand the scope of that position, but also to fully understand the Board’s culture and the goals and objectives of the organization.
- Section 3. Term of Office.
- Language edited for clarity
These language edits are for clarity, and are not a significant change to process.
- Section 5. Resignation
- New language to provide guidance about resignation for officers
This is new language to provide clarity into the process if an officer were to resign.
- Section 6. Vacancies
- Language added to clarify process and to ensure there is not accelerated turnover in the President role.
- Secretary-Treasurer would advance to President-Elect, President-Elect would advance to President.
- No mandate to replace Immediate Past President, but this could be filled by a previous Past President based on the Board’s recommendation.
This is not a change to process, but the original bylaws language unintentionally accelerated President turnover, which is not desired.
ARTICLE 10. COMMITTEES
- Section 2. Standing Committees
- List only core committees in Bylaws to allow the Board flexibility to make changes as necessary.
We are not eliminating these committees, but removing specific committees from the bylaws allows the Board to change and establish committees and makes us nimbler and better able to respond to change. The committees that are remaining in the bylaws language are core to our business processes.
ARTICLE 14. CONFLICT OF INTEREST
- Language added to reference conflict of interest policy, which is regularly reviewed and updated
This change is for clarity sake and does not involve a change in our processes.
If you have questions about any of these recommendations, please reach out to NAMSS: info@namss.org or (202) 367-1196.