Notice of Proposed Bylaws Amendments
VOTING IS NOW CLOSED
This is to provide official notice that amendments to NCRA’s Constitution and Bylaws have been proposed.
The proposals have been submitted in a manner consistent with all requirements of Article XVIII, Section 1 of the Constitution and Bylaws (“Originating Proposed Amendments”).
In accordance with Article XVIII, Section 2 (“procedure and Action on Proposed Amendments”), notice is hereby given to all Members that the following amendment proposals will be voted upon at the next annual business meeting of the membership, August 9, 2012, at the Philadelphia Marriott Downtown, Philadelphia, Pa.
To be approved, the amendment requires a two-thirds vote of the Voting Members who are present at the annual business meeting as well as the Voting Members who are voting by electronic mail or other authorized means of electronic transmission.
The language to be added is italicized. Language to be stricken is indicated by strikethrough.
|Bylaws Section||Proposed Change||Proposed Change|
|Article V – Board of Directors
New Section 7:
Any Director of the Association may be removed by a three-fourths (3/4) vote of the Board of Directors at a meeting at which a quorum is present whenever in its judgment the best interests of the Association would be served thereby. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
|Rationale: Article VI, Section 3 of the Constitution and Bylaws permits the removal of an “officer” when the “best interests of the Association would be served thereby.” By the proposed addition of Article V, Section 7, removal of a director, the language would be consistent and provide for the removal of a non-officer since the governing body of the Association encompasses the entire Board of Directors, Article V, Sections 1 and 2.|
|Article VIII–Nomination and Election of Officers and Directors
Section 3–Preparation of the Slate of Nominees
|c) Any one hundred (100) Voting Members, no more than twenty-five (25) of whom are located in any one state, Any twenty-five (25) Voting Members, not more than ten (10) of whom are located in any one (1) state, shall have the privilege of nominating a candidate for each of the offices to be filled by preparing and forwarding to the Executive Director a written nomination received within 60 days after publication of the Nominating Committee slate postmarked no later than June 15, together with pertinent biographical information and a signed letter from each nominee confirming their willingness to serve. Such nomination(s) and supporting material shall be posted in the registration area at the annual convention meeting site prior to convening the annual business meeting. Director nominations submitted under this provision shall specify which of the nominees proposed by the Nominating Committee is being opposed. Candidates nominated by petition who were not previously considered by the Nominating Committee shall be required to complete the same application materials required of candidates who were considered by the Nominating Committee.||Rationale: The current requirements have remained largely unchanged since 1974 when communication and acquiring signatures of fellow members needed to be done by surface mail, placing a significant burden on the would-be nomination. In today’s age of email and social networking, members can now accomplish the task of reaching 100 members literally within seconds at no cost whereas previously such effort would have taken many hours and the associated costs of mailing letters to hundreds of people to acquire 100 signatures would have been substantial. The Constitution and Bylaws Committee thus felt that 25 member signatures is too small of a sample from the membership to serve as evidence that the corresponding candidate has sincerity of interest or support that should be present to justify the time and expense associated with a competitive election.
Best practice within the association community typically is for some percentage of eligible voters (ranging from 3 to 10 percent) to allow a candidate from the floor to challenge a candidate from a nominating committee. The C&B Committee proposal of 100 signatures still requires nominees to acquire signatures from fewer than 1 percent of eligible voters to demonstrate a sufficient level of support to warrant the substantial expense of an election and would not create an unreasonable barrier for serious candidates to get on the ballot.
Because the ease and speed of communication has changed dramatically — and because the de facto delivery method for submitting supporting documentation for Board nomination so rarely is by U.S. mail — the C&B Committee is recommending language that calls for supporting documentation to be RECEIVED at NCRA headquarters within 60 days of the publication of the Nominating Committee slate. The current system that allows for valid nominations to be postmarked by June 15 unnecessarily condenses the period for members to be made aware of challenges to the Nominating Committee slate. A longer period of time — in practice, what will amount to 30 to 45 days longer — will have a number of benefits for members, the candidates, and the association. This includes providing NCRA with a longer period of time to prepare adequately for the substantial logistical aspects associated with a competitive election instead of remaining in an effective holding pattern, wondering whether valid postmarked nominations will arrive after June 15, which is the busiest time of the year for NCRA, the weeks leading up to the annual convention.
Currently, pre-nomination questionnaires are required only of candidates who choose to go through the Nominating Committee process. It is felt that members deserved to have the views of all candidates available, regardless of their means of nomination. This includes, but is not limited to biographical forms, questionnaires, acknowledgement and agreement to be bound by prevailing campaigning standards, etc.
|Article XII - Structure, Section 2 - Committees, Councils and Task Forces||c) Constitution and Bylaws Committee: This committee shall consist of a minimum of three (3) members appointed by the President with the approval of the Board. The committee shall perform the duties assigned in this Constitution and Bylaws for amending the Constitution and Bylaws, reviewing the Constitution and Bylaws from time to time, and making recommendations to the Board of Directors and the Membership.||Rationale: The Board of Directors organizes the Association in a manner consistent with the goals, objectives, and purposes of the Association, Article XII, Section 1. By allowing the addition of the proposed language in Article XII, Section 2(c), the Board of Directors will have the ability to determine the appropriate number of members required to perform the anticipated charges of the committee during the fiscal year of the Association.|