Update on our Bylaws Vote
Following our Town Hall meeting in November which reviewed our proposed bylaws changes, we heard from members with concerns about the proposal to shift from an election to a selection process for the Secretary-Treasurer position. Based on your feedback, the Board of Directors has decided not to move forward with our recommendation to shift from an election to a selection process for the Secretary-Treasurer role. We will continue to host an election for Director at Large and Secretary-Treasurer positions and work to improve membership engagement in elections.
At this time, we are seeking approval for the other recommended bylaws changes. These include the clarification edits our attorney recommended to follow California non-profit requirements and our recommendation that officers must have previously served on the Board of Directors. These edits are included in what we’re sharing with you for approval.
Per our current bylaws, all bylaws changes must be proposed to the membership and must be approved by a 2/3 majority of votes.
Click here for FAQs regarding the bylaws changes.
ARTICLE 7: BOARD OF DIRECTORS
- Section 2. Composition:
- Updates to language to spell out officer positions
- Updates to language to specifically call out public member with no voting privileges
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 Director at Large position, anyone appointed to fill that vacancy would be allowed to be elected to another term. This is a rare circumstance, but we’re recommending a change for clarity so that processes are well-defined.
- Section 4. Eligibility:
- Added language regarding eligibility criteria per California laws
This is not a change to our current requirements, but clarifying language is added based on California requirements.
- 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 process, but we’re adding additional language for clarity, 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. Officers, 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.
In addition, we recommend that officers be required to have previously served on the NAMSS Board of Directors as a Director-at-Large. The role of an officer is large and important, and the Board feels officers must have previously served in a Director at Large role to fully understand the scope of that position, the Board’s culture, and the goals and objectives of the organization. This is a change to our current process.
- Section 3. Term of Office.
- Language edited for clarity
These language edits are for clarity and are not a significant process change.
- Section 5. Resignation
- New language to provide guidance about resignation for officers
This is new language to clarify 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 includes clarifying language to inform the procedure should an officer position be vacated.
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 from practice; they will continue to exist and support NAMSS work. 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 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's sake and does not involve changing our processes.
If you have questions about these recommendations, please contact NAMSS at info@namss.org or (202) 367-1196.