Preamble from the NORDP Governance Committee: The Board of Directors is considering making changes to the NORDP Bylaws, as described below. Before implementing any changes, the Board posts the proposed changes so that NORDP members may review them and comment.
Dear NORDP members,
At the October 23, 2018 Board of Directors meeting, the Board unanimously voted to amend Article VIII, Section I of the NORDP Bylaws (adopted 12/22/2015), which discusses the role of the NORDP Immediate Past President (IPP) on the NORDP Board. Per NORDP policy, we are publishing the proposed amendment for membership review and comment.
The current Bylaws stipulate the IPP shall be an officer of the Board, with voting privileges. The IPP is meant to serve in this officer role by providing advice and counsel, as a former NORDP President, to the Board. The assumption was that the IPP would still be serving in their Board term during their IPP year (the term for a NORDP President is one year, meaning that we have a new IPP every year).
A Board member has a four-year Board term, and a Board member can serve as President in their fourth year. However, if a Board member serves as President in their fourth year, they roll off the Board when they are IPP and they no longer have voting privileges. Even so, the Board still desires to benefit from the IPP’s perspective and experience. For this reason, the Board has decided to exercise its ability to appoint members by appointing an IPP whose Board term has ended as an ex-officio, non-voting member of the Board.
To reflect this decision, the Board proposes to amend Article VIII (Officers and Agents), Section I (Election and Term of Office) of the Bylaws as follows (added text in italics):
The officers of the Corporation shall be elected by the Board at the annual meeting of the Board of Directors, or at another regular or special meeting called for that purpose, after due notice has been given. The Secretary and the Treasurer shall serve for two years. The Vice President normally serves one year as Vice President and then a second year as President. If a member is elected directly to the presidency, the term shall be for one year. The President shall then serve one year as Immediate Past President. In the event that the President will not be a member of the Board during their Immediate Past President year, either through resignation or completion of the term as a Board member, they will retain their Immediate Past President role as advisor to the Board by serving as an ex-officio, non-voting member.
If you are a NORDP member, and you have comments or concerns about the proposed change to the Bylaws described above, please post your comments here, on the blog. You may also post them to the NORDP listserv. The comment period closes on May 3, 2019. At that time, all comments received will be reviewed and considered by the Board. Thank you for your review and input!
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I see a number of potential issues that will likely require further changes to the Bylaws:
1. Under the provisions of Article IV, Section B, the total number of directors is limited to 15. As the Board currently has 15 members, appointing another one would seem to violate this provision. Has the Board consulted with NORDP’s attorneys on this point?
2. If it becomes necessary, as a result of point #1, to increase the allowable number of directors on the Board, it will likely also be necessary to amend the minimum number specified in Article IV, Section B. As I remember from the last Bylaws revision, there’s an applicable provision of Illinois law (under which NORDP is incorporated) that stipulates an allowable range between the minimum and the maximum number of directors: I encourage the Board to consult with NORDP’s attorneys about the details.
3. Article VIII, Section A of the Bylaws stipulates “Only persons duly elected or appointed to the Board may serve as officers.” If the IPP-designate’s term has ended (by resignation or expiration of the term), it really isn’t appropriate to describe the role as being “ex officio” (‘by virtue of the office’), since the appointment would be required to confer the office. Assuming either that NORDP’s attorneys have advised the Board that adding another non-voting member does not violate the provisions of Article IV, Section B, or that it has been proposed for amendment as suggested above in point #2, I further suggest removing the phrase “ex officio” from the proposed revision to Article VIII, Section I, and simply describing the IPP-designee as a “non-voting member.”
Michael Spires
NORDP Past President
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Further, I encourage the Board to add language to the proposed text to deal with the contingency that the IPP-Designee is either unable or unwilling to serve. If the argument for making this change is the importance of having the perspective of the past president available to the current president, leadership, and the Board as a whole, then the position should not be left vacant. Or as an alternative, we could make use of the provision in Article IX of the Bylaws allowing the creation of “advisory boards or special councils.” We have discussed, since 2014, the possibility of creating such an advisory board, drawing on former Board members and officers, but those discussions never got all the way to creating a charge, setting a number of members and a charge, and deciding how to implement it. An advisory council would have the added benefit of not requiring a change to the Bylaws.
Michael Spires
NORDP Past President
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