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Bylaws Task Force – Recommended Changes for Consistency and Bringing In Line With Current Realities

by Chris Pelkola Lee, National First Vice President

Last year, in the midst of the pandemic, we had to change how our organization operated in an immediate fashion. Like all of us, we are beginning to emerge to the “other side” and we have come to the collective realization that nothing will ever be the same again. 

This past fall, a bylaws task force was convened with a few goals:

  • Look at the bylaws holistically and recommend changes, with the goal of providing uniformity and better clarify the intent of the wording.

  • Look at the operational realities of today versus wording that is legacy-related, and make changes accordingly to reflect a modern Council. 

  • Update any wording taking into account pandemic-related changes.

Our task force represented two large states (Andrew Bell- FL and Patti St. Louis-TX), a mid-sized state network (Kim Sitton-ID), and a smaller state without a state network (Lindsey Culver – OR). This brain trust was staffed by our very capable Director of Network Engagement, Jamie Saltman (CA), who has a wealth of expertise and insight from having served at all three levels.

The task force feels the proposed bylaws changes are largely housekeeping and are mainly administrative clean-up in matter. The proposed changes are supported by NAR, the Women’s Council leadership team, and the Executive Committee. 

Note that the work of this bylaws task force is not yet completed. The diversity, equity and inclusion, and nominating task forces are exploring changes to the nominating process and if this round of bylaws changes are approved, we will further look to harmonize local and state bylaws so that they are in line with National’s, where applicable. An additional special meeting is envisioned for later in the year, and we will explain to you further changes at the May meetings and look forward to your engagement, involvement and feedback in the process. 

Thank you for reviewing these changes and I’d like to thank the task force for their grassroots work in this. If I can answer any questions before the meeting, please reach out to me at chris@simpleehome.com.

National Bylaws -- A Guide to Proposed Changes (note, please see changes in the attached proposed bylaws strikethroughs).

Article II, Section 7: We’ve seen with the pandemic that the NAR Annual Meeting may be virtual or that situations may change whereby we are unable to have it in the same location and date. The proposed change recommends that we have the meeting in the ‘general time frame’ of NAR’s Annual Meeting when not held on-site to provide for more flexibility in the future.

Article III, Section 2: Defining a ‘primary’ membership to align with local bylaws and cleanup from NAR’s ‘board of choice’ membership status. While section 3 notes the ‘geographic territory,’ Section 2 is ambiguous as to where a local network membership must reside. If an individual wishes to hold a membership in a local network across the state, it must be a secondary membership if a local network is within your geographic territory.

Article III, Section 3: Clarification that members at large must hold membership in the state, if a state network exists (‘Women’s Council’ reference is to their National membership).

Article III, Section 4: Secondary Memberships. This section refers to ‘non-resident’ members. This change is to make clear that memberships are primary or secondary.

Article III, Section 6: Changing local network Secretary title to First Vice President to align with the National and State Network model, which has already been approved. This should have been changed in previous bylaws but is being changed now so that the bylaws are uniform.

Article III, Section 8: Adding ‘Affiliate’ clarifies that those holding this membership will count toward the Affiliation limited membership for the network.

Article V, Section 2: This power is already vested in the Executive Committee and the wording is in direct conflict with Article 6 Section 3(B). The role of the Governing Board is over-defined in the current bylaws, leading to specific powers stated that are traditional not actually fulfilled in practice. In reality, the Leadership Team manages day-to-day issues that come up that need further authorization for staff to handle; Executive Committee has the authority to approve it (like funding projects and transfers from the reserves) and the Governing Board is for overall governance and policy decisions (much like the Senate or a corporation’s Board of Directors vs the management role of President/CEO implementing those decisions)

Article V, Section 4 and Section 7: Special meetings are addressed in Section 7. Strike the second and third sentences about special meetings as it is replicated in Section 7. The second half of that section has been relocated to Section 7 as it is entirely related to special meetings. 

Article V, Section 9: Changes governing board vacancies to be effective immediately. 

Article VII, Section 2: National Liaisons don’t have to be from their geographical region and we’ve seen this in practice. This was an oversight from the changes made to authorize National Liaisons.

Article VII, Sections 3-7: Cleanup of officer duties defining roles, renumbering (some offices had separate sections, some letters)

Article VII, Section 7: Strike and combine with National Liaison duties above for consistency; renumbering to 4 Sections

Article VII, Section 4(C): adding ‘and email’, recognizing that registered mail is no longer the primary method of delivery for businesses.

Article VIII, Section 1(D): Removing the requirement to appoint a National Liaison ‘from’ the same region, as they are not required to serve the region where they live (to align with Article VII, Section 2 above)

Article X, Section 1: Adding language recognizing we may not always convene in person, and when we do so we have more latitude to try to not overlap the NAR meetings.

Article X, Section 2: Noting election rules shall be handled in rules of the day. We also handle electronic voting rules in rules of the day, e.g., internet connections, etc., with support from our parliamentarian.

Article X, Section 3: Referencing that check-in may be handled differently in a virtual or hybrid environment.

Article XII, Section 2(C): Task forces and PAGs are examples of special committees. By definition, their term ends when their report is submitted, which may span a calendar year, officer term year, or longer depending on the submission of their final report.

Article XIII, Section 1: Much like we do not have specifics on chartering or authorizing network charters in the bylaws, charter revocations don’t belong in bylaws. This is now addressed in our Affiliation Agreements which the networks must renew annually.

Article XVI, Section 2: Change from ‘may’ to ‘shall’ to ensure the Council will maintain O&D insurance to cover volunteers.

Note, this notice complies with Article XVII of the national bylaws, which states that "bylaws may be amended at any meeting of the Governing Board by a two-thirds vote in the affirmative of the Governing Board members present and voting at such meeting, provided that a quorum is present, and provided the substance of the proposed amendments has been submitted to all members of the Women’s Council at least thirty (30) days in advance of the meeting at which they will be acted upon, and provided that no such amendment shall become effective until the same shall have been submitted to and approved by the Board of Directors of the National Association."