NACM Board approves bylaw amendment

Three months ago, the NACM Board of Directors proposed a comprehensive amendment to the bylaws of the national organization. At its meeting yesterday, the NACM Board voted to adopt the amendment. The final step in the amendment process is to provide 30 days for members to object to the Board’s actions. If no objections are raised, the amended bylaws will go into effect in mid-October.

Why it matters: The updates to our National bylaws accomplish three goals by:

1.      bringing them into alignment with the Affiliated Association Agreement adopted in 2017;

2.      aligning them with current practices; and

3.      modernizing their wording/language.

Bylaws are the regulations of an association as 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.

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

Many of the changes made were grammatical and non-substantive in nature. For example, 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 Affiliates or Affiliate and gender references were removed from roles (Chairman to Chair, etc.). All position titles were made consistent.

Although the percentages of members needed to request that a Special Business Meeting be held remain unchanged at 15%, rather than limiting the number of members to a region, a change was made so that no more than 15% of the 15% of members can be from any one Affiliate. For an issue to pass, 67% is required—this requirement has not changed. Also unchanged is that members are entitled to cast only one vote each even if multiple memberships are held.

The composition of the NACM Board of Directors was updated to reflect that each Affiliate is invited to elect or appoint one Director to serve, ensuring representation from each Affiliate. 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. The qualifications for Director service remain unchanged (be a member of record, 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 potentially serve for up to 9 consecutive years (two three-year terms, plus service as Chair Elect, Chair and then Immediate Past Chair).

In 2008 when the previous 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 propose a Bylaw Amendment: 51% of our Affiliated Associations or 15% of our members can propose an amendment with no more than 15% of the 15% of our members from any one Affiliate. In the unlikely event that our Affiliates or members want to override the adoption of a future bylaw amendment by the Board, the same percentages are needed to request an override and then a high bar or 51% of all members, voting to override a decision of the Board, of which 67% must be in favor of the override.

The bottom line: The NACM membership now has 30 days to object to the Board’s action. Please visit the Bylaw Amendment page to voice an objection.