Article IV – Membership

Changes in this section clarify the Board’s role in establishing criteria for multiple categories of nonvoting members, referred to as Affiliates. NACS management has the responsibility of properly assigning the affiliate companies, organizations, and individuals to the most appropriate Board-approved category. This section also provides for consistently applied practices and reasons for member or affiliate expulsion.

Article V – Dues

This section is revised to empower the Board to properly exercise its fiduciary responsibility for establishing the annual membership and affiliate dues necessary to provide ongoing programs and services. Membership dues have not increased for several years, instead were significantly reduced in 2020 and have been maintained since then. This is an example of the Board exercising its responsibility to balance the NACS financial considerations with the membership’s financial situation.

Article VI – Board of Trustees

Previously, there have been occasions when fewer qualified trustee candidates have applied than was required. This is mostly due to the increased demands on the time members may have otherwise been able to direct towards volunteer and leadership activities. A change in this section allows the Board to move forward with fewer candidates and therefore a smaller-size Board if circumstances warrant it. The maximum size of the Board remains the same as it is now. 

Other changes are administrative in nature, updating terminology, clarifying the applicability of the Bylaws to both elected and appointed Board members, and replacing time- or event-specific language with generalized terms that better represent the current practices. For example, instead of referencing the election of Board members prior to the Annual Meeting the language is changed to prior to a new board term. Similarly, instead of specifying the number of days’ notice to be given to Board members for a call to meet, the language is changed to reflect giving reasonable notice. This enables the Board to meet more promptly, if needed, based on Board member availability. 

Article VII – Officers

This change better defines the actual role of the Board President in relation to their fiduciary responsibility. For example, the President does not have literal custody of the Association’s funds. Instead, the President is obligated to provide the necessary oversight to ensure NACS management is properly accounting for the finances, coordinating annual audits, and providing adequate financial reporting to the NACS Board. 

Article VIII – Meetings of the Membership

The change is in Section 1, reducing the required notice of an annual meeting from 60 days to 30 days. This is consistent with the language in Section 2, which is specified in the current Bylaws. Furthermore, the Annual Meeting is now conducted virtually (typically in July each year) and is recorded. This improves the opportunities for members to obtain information or otherwise engage with NACS. 

Article IX – Committees

In Section 1, the change removes the requirement of the President to obtain Board approval to establish committees and task forces. It does not take away the Board’s prerogative to have oversight of committee and task force work, or to establish other working groups in addition to what the President has done. 

In Section 3 the revision addresses the process to establish a Nominating Committee, keeping it consistent with the process defined in Section 1. Also, and for reasons similar to the changes in Article VI, the Board believes it is necessary to lower the threshold for the minimum number of individuals serving on the Nominating Committee. However, there is no maximum number and each year the President is entitled to seat more individuals than the minimum. 

Article XI – Voting

Administrative revisions within this Article include reestablishing the timeline for members to be notified of the candidate slate for Board elections, now to coincide with the Nominating Committee timeline. In addition, the number of days allowed for voting can be reduced (to 20 from 30) because NACS utilized electronic voting methods instead of paper ballots. 

Article XV – Audit and Auditors

The wording is changed to reflect a more practical approach that enables the Audit Committee to annually decide on the auditors to be used, instead of the full Board. This committee has greater knowledge of the auditing process and skill sets of past auditors or will more readily recognize if change is needed. 

Article XVII – Amendments

The proposed changes revise the process governing how any future changes to the Bylaws can be made. The revision will assign greater responsibility to Board members for making appropriate changes and establishes a very high threshold of Board member support for any changes (2/3rds plus 1 additional member of the Board will have to vote in favor of a change). The revision also requires the Board conduct two votes on any matter involving a Bylaws change; the first vote establishes support for the change, followed at least 30 days later by a second vote to either ratify or reject the change. Members are notified of the proposed changes following the first vote and encouraged to contact Board members with any concerns, questions, or supportive comments prior to the second vote.