Bylaws Amendment (Proposed August 3, 2019)

On August 3, 2019, at a regularly scheduled meeting in Philadelphia, the Board of Directors voted to submit proposed amendments to bylaws articles V, VI, VII, VIII, and XI. The membership will vote on the adoption of these proposed amendments at its 2020 Midwinter Meeting.

Pursuant to Article XIII, Section 3 of the Bylaws, this shall serve as notice of a proposed amendment to the NACDL Bylaws. On August 3, 2019, at a regularly scheduled meeting in Philadelphia, the Board of Directors voted to submit this proposed change to the membership. The membership will vote on the adoption of these proposed amendments at its 2020 Midwinter Meeting.

Proposed Bylaws Amendments

This amendment makes changes to Articles V, VI, VII, VIII, and XI as follows.

Table of Contents

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 They shall have voting privileges and may otherwise participate in meetings of the Board of Directors to the same extent as regular members of the Board.

Sections 2-5:

No changes.

Section 6: Powers and Duties of Elected Officers

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

Sections 7-9:

No changes.

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Article VI. Board of Directors

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Sections 1-2:

No changes.

Section 3: Powers and Duties

(a) The Board of Directors shall manage the business and affairs of the Association. Unless otherwise provided herein, any act of a majority of the voting members present at a meeting shall be the act of the Board of Directors.

(b) Other powers, and duties, of Members of the Board of Directors shall be defined by the Board of Directors upon recommendation of the Nominating Committee. 

Sections 4-9:

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.

Section 1: Composition

(a) Composition: Committees shall consist of volunteers appointed by the President from all Article IV membership categories.

(b) Standing Committees: The Association shall have Standing Committees. The Standing Committees are: Audit, Budget, Bylaws, Elections, Executive, Investment, Nominating, and Governance. 

Sections 2-4:

No changes.

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 powers and 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.

Section 6: Elections Committee

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 VII, Section4(d)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 Budget Committee shall 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. It is the duty of the Board of Directors to approve a 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 43.

Section 8-11:

No changes. 

Article VIII. Nominations, Elections, Vacancies

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Section 1: Membership Nominations

No changes.

Section 2: Qualifications of Candidate

(a)-(c) No changes.

(d) The procedures for election to office shall be determined by the Executive Director in conformity with Section 7 herein3 of this article, and with Article VII Sections 5-6 of these bylaws.

Section 3: Voting

(a) Members shall have an opportunity to vote using either a written ballot or electronically. Except as provided in subsection (b) of this section, written or electronic ballots shall be available[mailed] distributed to Members who are eligible to vote and whose dues are current. The [mailing] distribution of such ballots shall occur no later than thirty (30) days prior to the Annual Membership Meeting of the Association. [Ballots] Votes, to be valid, must be received by the Executive Director from the Members by the published deadline for the receipt of ballots. Each Member who is eligible to vote and whose dues are current shall be entitled to one vote for each contested race. A plurality of votes cast shall elect. The President shall announce the voting results at the Annual Membership Meeting of the Association.

(b) No changes.

Article XI. Finances

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Sections 1-2:

No changes.

Section 3: Annual Budget

The annual budget shall be adopted in accordance with Article VII Section 7 of these bylaws.

Section 34: Budget Revisions

Once the Board has approved an annual budget, any request for additional or revised funding, made at a Board meeting or otherwise, shall be deemed out of order and shall not be acted upon unless such request has first been submitted to the Budget Committee with sufficient advance opportunity to permit the Committee to convene and deliberate thereon, and to recommend its approval, disapproval or modification. Upon due consideration by the Budget Committee, such funding request — accompanied by the recommendations of the Budget Committee — would be in order for consideration by the Board of Directors at its next scheduled meeting; provided, however, that if, at any time, an emergency situation is declared by a two-thirds vote of the Board, the requirement for prior Budget Committee consideration of any such additional funding request may be superseded. Any such revision shall be deemed an amendment to the approved budget and itself require a two-thirds vote of the Board.

Action Report

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These amendments make several ministerial changes to NACDL’s bylaws. They fall into two general categories: technical corrections; and clarifying amendments.

Technical Corrections

These amendments include several technical amendments that correct or add cross-references and section organization, without substantively changing the bylaw provisions. These include the proposed amendments to Article VII §§ 1, 5(a), and 7; as well as Article VIII § 2(d).

Clarifying Amendments

The Bylaws Committee was asked to review and propose several amendments to clarify the roles, powers, and duties of Association officers. The committee has suggested amendments to accomplish the following:

  • The bylaws now state more clearly that officers have the same rights and privileges in board meetings as other members of the board of directors;
  • Section headers more clearly indicate that they contain provisions on powers and duties alike;
  • The bylaws concerning the powers and duties of the board of directors now specify that the board will establish the powers and duties of directors upon recommendation by the Nominating Committee, consistent with amendments to the duties of the officers expected to be adopted at NACDL’s 2019 Annual Membership Meeting;
  • Comporting the provisions on election ballots in Article VIII § 3 with current practice; and
  • Adding a cross-reference in Article XI (Finances) to the provisions for adoption of a budget, which were not previously included in Article XI and which are found in Article VII § 7 (Budget Committee).