NACM Board of Directors proposes national bylaw amendment

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.

Why it matters: This year, the NACM Board of Directors conducted a thorough review and update of our National bylaws 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.

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. We’ve removed all redundancies because our Affiliation Agreement governs over any contrary or inconsistent provisions of NACM’s Bylaws.

Many of the changes being proposed are 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 has been 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).

Although bylaw amendments are usually proposed by the National Board, two other groups can also propose an amendment: our Affiliate Presidents and our members to ensure a system of checks and balances. 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 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 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.

Our bylaw amendment proposal has been shared with NACM Affiliated Association Presidents multiple times to ensure that their guidance and feedback were sought. Once our Affiliated Association Presidents and the National Board were satisfied with the revisions, the Board agreed to move forward with this comprehensive update amendment to the NACM National Bylaws.

What’s next: We are now asking you, our membership, to review the proposal. We are asking you to let us know if you object to any part of the proposal. You’ll find a copy of our current bylaws, a copy showing changes and copy of the proposed bylaws should you wish to read them carefully.