May 18, 2020
Late last year (2019), UNA-NCA’s Board of Directors appointed a Bylaws Task Force to review the organization’s Bylaws and provide recommendations to ensure one of the organization’s governing documents reflected current and best practices (the Bylaws were last amended in June 2015). The review was also necessitated by a desire to update position descriptions and titles of the President and Executive Director to better reflect their roles, as well as reflect practices of similar organizations. In addition, UNA-USA had recommended several changes as part of their chapter review that required updating. UNA-NCA’s Board of Directors reviewed several iterations of the Bylaws revisions, providing feedback and recommendations throughout the process, and strongly endorses the amendments before you.

Attached you will find revisions to UNA-NCA’s Bylaws, which must be submitted to the organization’s membership in good standing for approval by a two-thirds majority vote. The remainder of this memo serves to outline and frame the key amendments and revisions to the Bylaws for your review. Please refer to the attached Bylaws to view the full set of proposed changes (proposed changes are indicated in redline in the attached).

Please note that the changes detailed below address significant changes to the Bylaws. They do not address changes resulting from minor copy edits, formatting, use of “may” versus “shall” (we deferred to Bylaws chair’s recommendations), or various title changes for consistency and as a direct result of the shift from “Executive Director” to “President” and “President” to “Chair” and “Vice Presidents” to “Vice Chairs” (of which there are many instances).

As noted above, the changes in the Bylaws are focused around three main points:

Titles of Board Officers and Directors:

  • Updated position descriptions and titles of the President and the
  • Executive Director of UNA-NCA now reflect their respective responsibilities and duties (Article V: Officers, Executive Committee, and President, 1. and 7.).
  • It should be noted that the title change is intended to better reflect significant growth in leadership responsibility of the Executive Director over the years since the Bylaws were last reviewed in 2015 (for example, under the previous Bylaws, the Executive Director has served on the UNA-USA National Council rather than the President as stated) and to reflect the increase in pattern of similar nonprofit organizations using the title of President for Executive Directors.
  • The new descriptions are drawn from the best practices of Board Source, a respected advisory group for nonprofits.
  • The other title changes of UNA-NCA officers who are Vice Presidents are also therefore changed to become Vice-Chairs of the Board for each of their current respective areas of responsibilities; otherwise, this is not a substantive change and reflects no changes in responsibilities (Article V: Officers, Executive Committee, and President, 4.).
  • These title changes have been substituted wherever needed and throughout the various sections of the Bylaws to ensure consistent use of titles (throughout).

Agreement with the UNA-USA Chapter Affiliation Guidelines, to include:

  • Inclusion of non-dues paying members who are 25 years of age or younger to the membership category (Article III: Membership and Institutional Sponsorship).
  • Process for voluntary and involuntary removal from elected office (Article V: Officers, Executive Committee, and President, 6.).
  • Annual Chapter report submission required by March 1 of each year (Article V: Officers, Executive Committee, and President, 11.)
  • Removal of stand-alone clause around annual IRS 990 reporting (Article XIV: Finances and Fiscal Administration, 6.); subsumed into Article XIV: Finances and Fiscal Administration, 2.c.
  • Process concerning voluntary and involuntary chapter dissolution (Article XIV: Finances and Fiscal Administration, 7. and Article XVII: Chapter Dissolution).
  • It should be noted that all of these changes or additions are already reflected in UNA-NCA’s current practices and the language is being updated now to reflect those realities.

General Updates to Align with Best Practice in Board Governance:

  • Amendments to the language and powers of the Governance Committee to reflect current practice. For example, a separate Nominating Committee is appointed to manage board recruitment (Article X: Nominating Committee).
  • Added language codifies the Board’s practice of a Human Resources Task Force, which carries out the performance review of the President and addresses compensation and benefits for UNA-NCA’s employees, under the Governance Committee (Article IX: Governance Committee, 4.).

It is the Board’s opinion that the changes highlighted above and redlined in the attached document, reflect the current reality of day-to-day processes, bring the organization into alignment with best practice and current nonprofit trends, as well as UNA-USA requirements, and ensure compliance with legal regulations. Therefore, the Board requests that membership vote in favor of the revisions.

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