Pursuant to Article XIII, Section 3 of the Bylaws, this shall serve as notice of a proposed amendment to the NACDL Bylaws. On July 27, 2024, at a regularly scheduled meeting in Seattle, WA., 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 2025 Midwinter Meeting.
Proposed Bylaws Amendments
This amendment makes changes to Articles IV, V, VI, VII, and VIII as follows.
- Article IV. Membership
- Article V. Officers
- Article VI. Board of Directors
- Article VII. Committees
- Article VIII. Nominations, Elections, Vacancies
- Action Report
Article IV. Membership
Section 6: Definition: Current Membership
A Member is considered current provided his/hertheir dues are paid by the last day of his/hertheir anniversary month; however, once the dues are paid, the Member becomes current.
Article V. Officers
Section 1: Designation
(c) In addition to the elected Officers and the designated Officers of the Association, a Parliamentarian may be appointed by the President at the regular Board Meeting held immediately following the Annual Membership Meeting of the Association. The Parliamentarian shall assist the Board of Directors and the Executive Committee in the interpretation and resolution of parliamentary issues under Robert’s Rules of Order and perform such other duties as may be prescribed by the President and/or the Board of Directors. Notwithstanding any other provision of these Bylaws, the Parliamentarian shall not be an Officer or a member of the Board of Directors. The Parliamentarian shall not serve as either an Officer or a Board of Director’s member during his/hertheir term. The Parliamentarian shall have no vote nor be counted for quorum purposes at meetings of the Board of Directors and/or the Executive Committee.
Section 3: Election and Term of Office
(b) President-Elect: At the end of the term of the President, the President-Elect shall automatically become President of the Association and shall serve as President for one (1) year in addition to any period of time necessary to fulfill the unexpired term of his or hertheir predecessor who may have died, resigned or been removed from office.
(c) The term of Treasurer shall be for a period until the second Annual Membership Meeting following his or hertheir election at the Annual Membership Meeting. During that two-year period, the Treasurer shall be ineligible for any other Officer or Director position.
Section 5: Absence
An Officer shall not accept the position unless that person intends to attend all Executive Committee, Board and Membership Meetings except for illness, serious personal and/or professional difficulties or official court business. In the event of anticipated absence, an officer shall request in writing that he or shethey be officially excused by the President at any time prior to the call to Order of a meeting requiring their attendance. Failure to obtain a presidential excuse twice during that Officer’s term shall be an automatic forfeiture of the office. The office shall be declared vacant by the President at the next regularly scheduled Board of Directors Meeting and the unexpired term shall be filled by a voting Member of the Association who receives the majority vote of the Board of Directors, in accordance with the procedures established in Article VI, Section 6(b). The approved minutes of the Board of Directors shall create a rebuttable presumption of correctness that any absence of any officer is excused or unexcused.
Section 9: Voluntary or Involuntary Leave of Absence of the President
(b) In the event the President is unable to exercise the duties of his or hertheir office, and the President does not take a leave of absence, the Executive Committee may determine that a leave of absence is appropriate and necessary and may place the President on an involuntary leave of absence. The determination whether the condition for an involuntary leave of absence has been met shall be made by a three-quarters (3/4) vote of the full Executive Committee. Notice of the Executive Committee determination placing the President on an involuntary leave of absence, with a statement of the reasons, shall be given to the full Board of Directors by electronic mail within five (5) days of the determination. Within ten (10) days after notice has been given, the Directors shall respond, either ratifying or disapproving of the involuntary leave of absence. If the involuntary leave of absence is not ratified by three-quarters (3/4) of the full Board, it shall be null and void.
(c) During the period of the President’s leave of absence, his or hertheir duties shall devolve to the President-Elect, who shall serve as Acting President.
Article VI. Board of Directors
Section 6: Absence, Incapacity, Vacancy, Reinstatement
(c) In the event that a Director, and/or Director-Elect is incapable of serving and will remain incapable for a substantial period of his or hertheir term, such person shall be deemed to have created a vacancy. The determination of said vacancy shall be made by a majority of the voting Members of the Board of Directors present at a scheduled meeting. A vacancy so created shall be filled subject to the provisions of Article VI, Section 6(b) of these Bylaws.
Article VII. Committees
Section 4: Executive Committee
(4) In the event a vacancy arises in the office of the Executive Director that necessitates the immediate naming of an Executive Director to prevent harm to the Association, as determined by the President, the President, upon approval of the Executive Committee, shall designate an interim Executive Director. Said appointment shall be effective until the permanent Executive Director assumes his or hertheir office in accordance with Article VII, Section (4)(a) above.
(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 hertheir nomination to the Board of Directors. A member of the Board of Directors may nominate themselves 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.
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 hertheir service on the Nominating Committee. A nonvoting member shall not be eligible to serve on the committee.
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.
Article VIII. Nominations, Elections, Vacancies
Section 1: Membership Nominations
Any member qualified to vote may be nominated as a candidate for any Officer or Director position. A member may be nominated by one of three means: a) By the Nominating Committee, as set forth in Article VII, Section 5(a); b) Any Member of the Association qualified to vote may nominate by petition any other Member qualified to hold office; or c) Any Member qualified to vote may nominate by petition themselves himself or herself.
Section 2: Qualifications of Candidate
(a) Only Members with voting rights may be candidates. No member shall run for election for the Board of Directors who is, in the same election year, a candidate to be a Representative on the Board of Directors from an Affiliate Association. Only a voting Member whose dues are current at the time of his or hertheir candidacy may be a candidate. The Executive Director shall have the responsibility of determining if the dues are current.
Action Report
These changes remove gendered pronouns from the bylaws.
