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2015 Bylaws Revision - Your Vote Counts
by Dallas Edmiston, Chairman, NAUI Bylaws and Board Procedures Committee

Click here for a pdf of the complete bylaws revision.

Click here for a one-page summary version.

In early 2014, the NAUI Board of Directors determined the time had come for a complete review of our current bylaws. It had been many years since such a review had been conducted and during the intervening years, much of the California Nonprofit Mutual Benefit Law that governs our association had been modified. After review and consultation with a California attorney it was confirmed that significant changes were legally necessary to update the NAUI Bylaws.

To begin this important work, NAUI Director Dallas Edmiston, was appointed committee chairperson and a committee was convened including Richard Alvarez, Tom Brooks, Nancy Cohagen, Mark C. Flahan, Floyd Holcum, Karen Kayser, Francis Linnehan, Chris Richardson, Lonnie Sharp and Cecilia Shin. The dedication and sustained efforts of this group over the last year made this revision possible and the association will be forever in their debt for their exemplary service.

The goal of the committee was to revise our current bylaws to bring them into compliance with all applicable state and federal regulations, while at the same time maintain a strong connection to NAUI’s past. The result is a revised set of Bylaws that will be familiar to our members, and up-to-date where changes are needed.

We now enter an even more important phase in the amendment process, review by the membership and consideration by the membership. NAUI Members have the right and responsibility to vote for or against the proposal in its entirety. Online balloting will be conducted this fall. The board and the committee have done their work. Now it is up to you, our members. Our association is based on democratic principles, which requires your participation. Please take the time to review the proposed revisions, read the new bylaws and vote!

The next section will summarize the purpose of each article, identify any changes and offer a brief rationale for why each change is incorporated into the revised document. This review will not comment on editorial changes that do not affect the intent of the original wording.

Article I - Territory. The territory and scope of operations remains international in nature and the only changes made in this article are grammatical.

Article II - Membership, contains the first significant change. Current bylaws restrict the right of voting to Instructor members, but the revised proposal will extend the right to vote to all Leadership members as well. The Bylaws Committee and the Board of Directors agreed leadership members are an important part of our association and fairness dictates their right to vote. Emeritus status was also added as a non-voting membership class for individuals who wish to remain a member of the association but with less participation and responsibility. By practice, emeritus status has been granted for many years but was never incorporated into the bylaws as a recognized class. This revision corrects that deficiency.

Article III - Membership Rights and Article IV - Membership Meetings and Voting are both new additions to the NAUI Bylaws and can be reviewed together since both relate to the specific rights of members. Even though our current bylaws do not address certain rights, members are still entitled to the full exercise of these rights as allowed by law. These new sections in the NAUI Bylaws clearly articulate the rights of members to vote on specific matters, to call meetings, and to conduct business. Further, the revised bylaws establish a quorum as 10% of the voting membership; California regulations require a quorum of one-third unless the bylaws provide a different threshold. After much discussion, it was agreed a 10% threshold would be a high enough requirement to ensure reasonable representation without making the requirement so high it would be virtually impossible in a worldwide organization to ever obtain a quorum to conduct business.

Article V - Board of Directors and Article VI - Meetings and Actions of the Board of Directors remain essentially unchanged. However, NAUI has grown into a worldwide company so the revised bylaws introduce the position of "International Advisor" to provide better representation to members throughout the world. International advisors will not be board members, but they may attend board meetings and participate in Board discussions.

Article VII - Officers pertains to the elected officers of the NAUI Board of Directors. Two changes are recommended relative to the executive officer of NAUI. Current bylaws create the office of President, but this title is relabeled in the revised bylaws as "Executive Director" in recognition of a responsibility to both NAUI and NAUI Services Group (NSG). Additionally, upon recommendation of counsel, the Executive Director will no longer serve as an Ex-Officio Director on the NAUI Board, although he or she will attend board meetings to provide answers and participate in management discussions.

Article VIII - Committees This section provides a standing list of committees to address association business. Importantly, the revised bylaws differentiate between advisory committees made up of directors and members, and board committees that include only elected directors. California regulations allow for boards to form an Executive Committee only if permitted by the bylaws of the organization. Executive Committees are commonly used in organizations where membership is dispersed over a large geographic area such as NAUI and including an Executive Committee in our bylaws will help the board address membership needs more effectively.

Article IX - Fiscal Affairs remains essentially unchanged from the current bylaws and allows members access to an annual summary regarding the financial management of their association.

Article X - Amendments. Current bylaws stipulate the board of directors must first approve any amendments to the bylaws before putting the recommended amendment to a vote; yet such a requirement is contrary to California law, which allows members to vote directly on proposed amendments with or without board support. Accordingly, the revised bylaws still permit the board to place an amendment up for balloting, but importantly now will also allow members to petition for an amendment thus strengthening the rights of members and complying with the law.

Article XI - Parliamentary Authority and Article XII - Distribution of Assets are standard components of any set of bylaws and remain essentially unchanged from their current form, except the new bylaws require a 2/3 vote in favor of dissolution of the association rather than a simple majority as currently allowed.

Article XIII - Electronic Communications. This is a new section, and represents the last significant change in our bylaws. Due to the emergence of electronic correspondence as a primary method for communication today, there are new laws regarding their use for official business and notices. This new section provides protection to members regarding the use of electronic communications and allows members to request paper copies of legal notices and ballots if preferred.

Article XIV - Corporate Seal establishes a record of the seal for official records and has not been changed with this revision.

As previously discussed, the next step is now up to each member.  Read the draft bylaws, ask questions and discuss the proposals with other members. Presentations regarding proposed changes will be given at Member Updates throughout 2015 as well as other venues throughout the year. Each member has a responsibility to become informed and to vote. This is your chance to be heard. Watch for information about voting procedures being sent to you and be sure you vote!







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