NAFA Bylaws Amendments: NAFA Members, Cast Your Ballot Before The August 15 Deadline

The following resolutions were proposed by the NAFA Board of Trustees in July. Each proposed resolution contains the current bylaws language, the changed language, and an explanation for that change. NAFA Members, please read, familiarize yourself with these bylaws amendments, and cast your ballot by the August 15 deadline. Thank you for your participation.

CODE OF REGULATIONS AMENDMENT RESOLUTIONS REGARDING THE IMMEDIATE PAST PRESIDENT POSITION

Explanation: This amendment would make the Immediate Past President an Officer of NAFA, rather than a Trustee, and eliminate the need for him/her to be elected to this position; he/she would automatically succeed to this position at the conclusion of his/her term as NAFA President. This does NOT add another position to the Board of Trustees; it merely changes the current position from "Trustee - Immediate Past President" to "Immediate Past President."

RESOLUTION NO. 1

RESOLVED, that the first and second sentences of Article VIII, Section 2, of the Code of Regulations, which currently provide in pertinent part as follows:

2. There shall be five Elected Trustees who shall be elected in the same manner as the election of Officers. One of the five Elected Trustees shall be an Affiliate (designated herein as "Affiliate Trustee"), who shall...

shall be amended to provide as follows:

2. There shall be four Elected Trustees who shall be elected in the same manner as the election of Officers. One of the four Elected Trustees shall be an Affiliate (designated herein as "Affiliate Trustee"), who shall...

Rationale: NAFA’s thirteen member Board of Trustees is currently comprised of the eight Officers (defined in the Code of Regulations as not including the Immediate Past President), plus five Elected Trustees, each of whom is elected annually to a one-year term. For some time it has been NAFA’s practice to have the immediate past President continue to serve on the Board of Trustees by being elected to one of the Elected Trustee positions. The Board feels that the same result is more easily achieved if the term "Officers" is re-defined to include an Immediate Past President, who would then automatically serve on the Board of Trustees by virtue of being an Officer. If the number of Officers is expanded to nine, then, in order not to increase the size of the Board, the number of Elected Trustees must be reduced to four.

RESOLUTION NO. 2

RESOLVED, that Article XI of the Code of Regulations, which currently provides as follows:

1. The Officers of the Corporation shall be: President, Senior Vice President, two Vice Presidents, Vice President for Canada, International Vice President, Secretary, and Treasurer.

2. Each Officer shall be a Full Member or Associate Member and shall be elected to serve for a term of one year from the Annual Meeting and until a successor is elected and assumes office.

3. In the event that an office shall become or becomes vacant, the President may appoint, with the consent of the Board of Trustees, a full Member or Associate Member to fill the unexpired term.

shall be amended to provide as follows:

1. The Officers of the Corporation shall be: President, Senior Vice President, two Vice Presidents, Vice President for Canada, International Vice President, Secretary, Treasurer, and Immediate Past President.

2. Each Officer shall be a Full Member or Associate Member and, except for the Immediate Past President, shall be elected to serve for a term of one year from the Annual Meeting and until a successor is elected and assumes office.

3. In the event that an office except that of Immediate Past President shall become or becomes vacant, the President shall appoint, with the consent of the Board of Trustees, a full Member or Associate Member to fill the unexpired term. In the event that the office of Immediate Past President becomes vacant, the President may appoint, with the consent of the Board of Trustees, another former President of the Corporation to fill the unexpired term.

Rationale: See rationale for resolution No. 1. The office of Immediate Past President is not actually "elected"; rather, the outgoing President will automatically succeed to the office of Immediate Past President. If an Immediate Past President is unable to serve, the President, with the approval of the Board of Trustees, will have the ability to appoint another former NAFA President to serve in that position.

RESOLUTION NO. 3

RESOLVED, that the following new subparagraph be added to the conclusion of Article XIV, Section 1 of the Code of Regulations:

1. The President shall:

• Automatically succeed to the office of Immediate Past President.

Rationale: See rationales for Resolution Nos. 1 and 2.

CODE OF REGULATIONS AMENDMENT RESOLUTIONS REGARDING MEMBERSHIP COMMITTEE

Explanation: Currently, NAFA staff receives and acts upon all applications for NAFA membership or affiliation; neither the Membership Committee nor Board of Trustees is involved in the application process. However, NAFA’s bylaws state that both of those groups are involved in the process and approve all applications. The NAFA Board of Trustees and legal counsel believe it is appropriate to amend the bylaws by providing language that the Membership Committee shall make a recommendation to the Board of Trustees in the event that there is confusion or a dispute over the proper membership or affiliate classification of any person.

RESOLUTION NO. 1

RESOLVED, that Article XVIII, Section 3 of the Code of Regulations, which currently provides as follows:

3. Membership Committee. The Membership Committee shall receive all applications for membership, shall determine the qualifications of each applicant for membership and shall report its findings to the Board of Trustees for its final action. This committee shall take all appropriate measures to foster the increase of new Members and Affiliates in the Corporation and to encourage Members and Affiliates to retain their membership and affiliation. This committee shall inquire into any circumstances which may cause the suspension or expulsion of a Member or Affiliate and shall report its findings to the Board of Trustees for decision.

shall be amended to provide as follows:

3. Membership Committee. The Membership Committee shall, whenever necessary, determine the proper membership or affiliate classification of any person and shall report its findings to the Board of Trustees for its final action. This committee shall take all appropriate measures to foster the increase of new Members and Affiliates in the Corporation and to encourage Members and Affiliates to retain their membership and affiliation. This committee shall inquire into any circumstances which may cause the suspension or expulsion of a Member or Affiliate and shall report its findings to the Board of Trustees for decision.

Rationale: NAFA’s professional staff currently receives and acts upon applications for NAFA membership or affiliate status. Because the Membership Committee and Board of Trustees have, for some time, not been involved in the application process, the Board feels it appropriate to amend this section of the Code to reflect the manner in which NAFA is actually operated. It is proposed to add language providing that the Membership Committee shall make a recommendation to the Board of Trustees in the event that there is confusion or a dispute over the proper membership or affiliate classification of any person.

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