The Bylaws Revision Task Force has been working hard for the past year to prepare NAI for growth and opportunity. Now it’s your turn! We are asking you to read over the new Constitution and revised Bylaws for NAI and give us your thoughts.
A major milestone like celebrating NAI’s 30th anniversary always presents an opportunity to reflect on the future – we know where we have been, where do we want to go? For those of us in leadership positions within the organization, this is no idle contemplation, but a solemn responsibility.
One issue that NAI’s board of directors has wrestled with over the past six years is that of awkward governance documents that restrict our ability to respond to changing challenges and new opportunities in an agile fashion. The last bylaws revision (2012) changed the board structure in two major ways: Board members were now elected directly by the membership rather than the board being composed of region and section directors; and a separate Advisory Council was set up for region and section directors with two representatives on the board. This addressed the work overload for regional and sectional leaders who essentially had had two big (volunteer) jobs, but maintained a way for the regions and sections to continue to meet, discuss issues and have an impact on board decision-making.
While this new board system has worked well, and is popular with the membership, the actual bylaws (written by a law firm) were constructed on a corporate template that could charitably be called “cumbersome.” Requiring a long process and a 2/3 majority positive vote of at least 10% of the membership to make even the smallest operational change, the end result was that no changes could realistically be made – even adding a committee, expanding election rights of members, changing the date of the conference, etc. without a vote. Like many organizations, NAI gradually got out of whack between what the bylaws said and what actual practice had become, and so a bylaw revision was necessary.
After much deliberation, it was decided to tackle a more thorough revision instead of minor tweaks to address the lack of flexibility. The result was the creation of a Constitution, or foundational governance document, with all of the core aspects of the organization – much like the original Articles of Incorporation. Any aspect of these core components needs a vote by the entire membership to be changed or amended in any way. The revised bylaws will continue to contain the more operational aspects of the organization. Either the membership at large or the members of the board of directors can propose amendments or changes. These amendments will be voted on by the board, allowing for more timely implementation.
Over the next several months we will be posting more about the revisions and answering questions. We encourage you to leave a comment or suggestion – we are hoping to encourage an active conversation about these changes to make sure everyone is comfortable with them. After all, it is your NAI!
—Bylaws Revision Task Force