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Bylaw Review Committee Report

Bylaws are the regulations of an association. They define the structure and administration of an organization. They contain the basic rules for the conduct of the association’s business and affairs, providing guidance about the governing body, its elections, and meetings. They also govern the way an organization functions as well as the roles and responsibilities of its Board of Directors and Committees.

A new Affiliation Agreement was adopted in 2017. In 2023, the NACM Board of Directors agreed that NACM’s Bylaws were in need of a thorough review and update with the goal of accomplishing three things:  first, to bring them into alignment with the Affiliated Association Agreement adopted in 2017; second, to align them with current practices; and third to modernize the language.

The following members of the Board worked on the reviewing and revising NACM’s Bylaws:

• JoAnn Malz, CCE, ICCE, Chair Elect
• Jason Mott, CCE, Director
• Janine Sabo, CCE, Director
• Roberto Hursey, CGA, Affiliate COO Director
• Jennifer Walsh, CCE, CGA, Affiliate COO Director
• Robin Schauseil, NACM President

The Committee gathered 18 times, meeting on March 13, March 27, April 4, April 25, May 2, May 16, May 31, June 26, July 17, August 28, September 18, October 4, October 30, November 20, November 27, January 8, and Feb 16 to review and revise the bylaws. The Committee also met with NACM Attorney Hugh Webster on August 10.

NACM’s 2017 Affiliation Agreement details the relationship between and among NACM Affiliates and NACM National. The Agreement also creates a framework of operating standards and procedures for membership and services. The 2017 Agreement is more robust than the prior Agreement making it unnecessary for so many details to be included in NACM’s Bylaws. NACM’s Affiliation Agreement governs over any contrary or inconsistent provisions of NACM’s Bylaws.

Many of the changes being suggested are grammatical and non-substantive in nature; this report does not touch on the non-substantive changes as they are self-explanatory. Examples of non-substantive changes are: all references to two-thirds were changed to sixty-seven percent (67%) and references to a majority were changed to fifty-one (51%) percent. NACM Affiliated Association(s) are referred to as Affiliate or Affiliates. Gender references were removed from roles (Chairman to Chair, etc.) and position titles were made consistent.

The changes were shared with NACM Affiliated Association Presidents in January and then again in April; our Affiliated Association Presidents were asked to review the changes and to provide feedback. Once our Affiliated Association Presidents and the members of the NACM Board were satisfied with the revisions, the Board agreed to move forward with this comprehensive update amendment to the NACM National Bylaws.

Here's a look at the changes:

In Article I, NACM’s corporate name is now an exact match to its legal name and not-for-profit status.

Article II was updated to reflect NACM’s new mission statement and to clarify that the NACM Board must approve all official positions taken by the association on federal legislative matters.

In Article III, Organizational Structure, the Committee recommends the elimination of sections 3.2 and 3.3, incorporating by reference, the information included in the NACM Affiliation Agreement. Section 3.2. contains the wording that the NACM Affiliation Agreement governs over any contrary or inconsistent provision of the Bylaws.

In Article IV, Membership, the Committee recommends the elimination of sections 4.3, 4.4, 4.7, 4.8, 4.9 and 4.10 by incorporating the NACM Affiliation Agreement by reference and eliminating redundancy of information. 

In Article V, Meetings of Members and Voting, the Committee has updated the percentages needed for members to request that a Special Business Meeting be held along with the number of votes needed approve the request. Based on a smaller membership, the Committee recommends that 15% (or about 1,234) of the total eligible voting membership remain the requirement to call for a Special Business Meeting, that the quorum be 15% of the eligible voting members and that no more than 15% of the 15% be from any one Affiliate. For an issue to pass, 67% is required – this requirement has not changed. Members are entitled to cast only one vote each even if they hold multiple memberships.

The Committee has consistently used 15% in other sections of the bylaws.

In Article VI, NACM Board of Directors, the composition of the NACM Board of Directors has been updated to reflect that each Affiliate is invited to elect or appoint one Director to serve. Remaining unchanged are that CFDD and FCIB are also invited to elect or appoint up to one Special Interest Director each and that four Affiliate Presidents, who are concurrently serving on the Affiliate Council are also voting members of the Board. All members of the Board are Directors: three directors are also officers: Chair, Chair Elect and Immediate Past Chair.  All Officer candidates must meet the eligibility requirements. No more than three voting members of the Board may be from the same Affiliated Association (limiting the number to an Affiliate COO Director, an Affiliated Member and a special interest Director to be from the same Affiliate.)

In Article VII, the qualifications for Director service remain unchanged (be a member of record as defined in Article IX of the Affiliate Agreement), be serving, or have served on an Affiliate Board) and the term of service remains unchanged at three years. New is that Directors may serve two consecutive terms and if voted into an officer position could serve for up to 9 consecutive years: 3 years as a Director + 3 years as a Director + 1 year as Chair Elect + 1 year as Chair + 1 year as Immediate Past Chair.

In Article VIII, Officers, the eligibility requirements now include one year of service on an Affiliate Board to stand in for the former “elected by the membership” requirement. The nomination and election processes were updated to meet current practices.

In Article IX, NACM’s Executive Committee has been defined to match its current description in the NACM Governance Policy. Given that each Affiliated Association is invited to elect/appoint a director, the need for a Nominating Committee becomes obsolete and has been deleted. A COO Director has been added to the Audit Committee.

Articles X and XI, Director and Officer Election procedures were eliminated given the new way in which each Affiliate is invited to appoint a Director to the national Board. Any needed information from these two Articles was combined with Articles VII and VIII.

New Articles X AND XI were modernized; titles were updates and language was simplified.

Article XII provides details about Bylaw Amendments. Three different groups can propose an Amendment to the Bylaws:  The NACM Board of Directors, the Affiliate COOs and the members. In 2008 when the current Bylaws were adopted, NACM had 42 Affiliated Associations and about 19,000 members. Today, there are 13 Affiliated Associations and about 8,300 members. Updates have been made to the percentages of Affiliated Associations and members needed to both propose and adopt Amendments. 

 

To Propose An Amendment	2008 Bylaws: Measured in 2008 numbers	2008 Bylaws: Based on Today’s numbers	Proposed Bylaws: Measured in 2023 numbers
Affiliates	15% or 6 Affiliates	15% or 2 Affiliates	51% or 7 Affiliates
Members	5% or 950 members	5% or 415 members	15% or 1,234 members

 

Once an Amendment is proposed and the Board, the Affiliate Presidents and the Members are notified, the same three groups can request changes to the proposal. In this case, a Bylaw Amendment Review Committee must study the recommended changes, consider making changes and then submit their findings to the Board within 30 days; before the Board can vote on the proposed Amendment. 

If members, and now Affiliates too (in the proposal), remain concerned with the Board’s actions, either group can begin a process to override the actions of the Board. The percentages needed have been updated:

 

To Override	2008 Bylaws: Measured in 2008 numbers	Proposed Bylaws: Measured in 2023 numbers
Affiliated Associations	Not included	51% or 7 Affiliates
Members	10% or 1,900 members	15% or 1,234 members

 

Of the 15% of required members, no more than 15% may be from the same Affiliate.

The wording in Article XIII was modernized citing Robert’s Rules as governing the conduct of meetings.

Article XIV, Subsidiary and Other Companies, was eliminated. The language in new Article XIV was simplified.

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As a member of NACM, you have the right to voice an objection to the changes being proposed to the NACM Bylaws.

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To be counted as valid, all objections must clearly state the reasons and issues for the Board to address.
All objections must be signed by a member and include name, title, company, phone number and email address.