Bylaws Amendment Proposals

Proposal # Title Article Section Proposed By
Seconded By
20-01

Proclamation Declaring a National, State, or Local Emergency

V 1.8 Bylaws Committee
Current Language: Proposed Changes: If Adopted:

New Section

5.1.8.i. If there is a declaration of national, state, or local emergency, the biennial national conference, through the use of technology available, may be held virtually. During the virtual biennial national conference, meetings of the Council of Representatives, Forums, and election of officers, as stated in Article IV Section 2, shall be held.

5.1.8.ii. If there is a declaration of national, state, or local emergency, and where the use of technology becomes unavailable and holding the virtual biennial national conference cannot be held prior to the end of the even year, the officers of the board of directors and regional representatives shall continue to serve an additional two years.

5.1.8.i. If there is a declaration of national, state, or local emergency, the biennial national conference, through the use of technology available, may be held virtually. During the virtual biennial national conference, meetings of the Council of Representatives, Forums, and election of officers, as stated in Article IV Section 2, shall be held.

5.1.8.ii. If there is a declaration of national, state, or local emergency, and where the use of technology becomes unavailable and holding the virtual biennial national conference cannot be held prior to the end of the even year, the officers of the board of directors and regional representatives shall continue to serve an additional two years.

Rationale

Per bylaws (Article 5.1), it requires to have COR, forum, and elections during even-numbered years so this proposal allows NAD to maintain the governance body with special circumstances with alternative plans.

Bylaws Committee Recommendation
Board/HQ Recommendation

The Board/HQ recommends delegates adopt this amendment should we run into a situation similar to what we are currently experiencing.

Proposal # Title Article Section Proposed By
Seconded By
20-02 Meetings IV 8 Bylaws Committee
Current Language: Proposed Changes: If Adopted:

IV. 8. Meetings.

The Board of Directors shall meet at least twice each year, or upon the request of the President or at least five (5) Board members.

IV. 8. Meetings.

The Board of Directors shall meet at least twice each year, or upon the request of the President or at least five (5) Board members.

Section 4.8. Board Meetings

Section 4.8.i. Regular Meetings

Regular meetings of the Board of Directors shall meet at least five times during each biennium. Places, dates, and times shall be established by the Board of Directors. Regular meetings of the Board of Directors may be called by the President or at least five (5) board members. The President shall conduct a poll in advance of the meeting for the purpose of indicating that at least a quorum would be expected to be present for each such meeting. Video conferences shall be used for regular meetings when the need arises.

Section 4.8. ii. Special Meetings

Special meetings of the Board of Directors may be called by the President or upon the written request of five members of the Board of Directors. At least twenty-four hours written notice must be made before the meeting. Notice shall state the purpose of the meeting and no business other than that stated shall be conducted. Video conferences shall be used for special meetings. President and Secretary with majority of the Board members shall be present.

Section 4.8.iii. Quorum.

A majority of the Board of Directors present shall constitute a quorum.

Section 4.8. Board Meetings

Section 4.8.i. Regular Meetings

Regular meetings of the Board of Directors shall meet at least five times during each biennium. Places, dates, and times shall be established by the Board of Directors. Regular meetings of the Board of Directors may be called by the President or at least five (5) board members. The President shall conduct a poll in advance of the meeting for the purpose of indicating that at least a quorum would be expected to be present for each such meeting. Video conferences shall be used for regular meetings when the need arises.

Section 4.8. ii. Special Meetings

Special meetings of the Board of Directors may be called by the President or upon the written request of five members of the Board of Directors. At least twenty-four hours written notice must be made before the meeting. Notice shall state the purpose of the meeting and no business other than that stated shall be conducted. Video conferences shall be used for special meetings. The President and Secretary with a majority of the Board members shall be present.

Section 4.8.iii. Quorum.

A majority of the Board of Directors present shall constitute a quorum.

Rationale

To add regular and special meetings (either in-person or virtually) to the Article. It increases the number of regular meetings during each biennium from 4 to 5, defines how special meetings may be called and adds a requirement for meeting the quorum and how that may be met.

Bylaws Committee Recommendation

 

Board/HQ Recommendation

The Board/HQ supports this proposal as it provides flexibility for satisfying the minimum number of meetings per biennium, and clarifies that virtual meetings may be held when needed. In addition, sets a quorum for all Board meetings.

Proposal # Title Article Section Proposed By
Seconded By
20-03 Council of Representatives V 1.5v Bylaws Committee
Current Language: Proposed Changes: If Adopted:
New Section

The quorum at the COR meeting shall be a majority of the voting delegates who have been registered with the credentials committee as in attendance, provided that at least one-third of the state associations and membership-based nonprofit organizational affiliates in good standing are present.

The quorum at the COR meeting shall be a majority of the voting delegates who have been registered with the credentials committee as in attendance, provided that at least one-third of the state associations and membership-based nonprofit organizational affiliates in good standing are present.

Rationale

Minimum number of state associations and membership-based nonprofit organizational affiliates required to conduct COR business. This prevents a situation where a small number of people could convene and vote on COR.

Bylaws Committee Recommendation

 

Board/HQ Recommendation

NAD Board/HQ supports this proposed amendment.

Proposal # Title Article Section Proposed By
Seconded By
20-04 Conflict of Interest IV 14 Richard Jeffries
Steven Gagnon
Current Language: Proposed Changes: If Adopted:

All persons either elected or appointed to an office (including but not limited to any Board or Committee members), prior to acceptance and during tenure of that position, shall consider each item of business, where they have a vote or decision authority, to determine if a real or perceived conflict exists with the interests of the Organization. A conflict of interest is defined as any situation in which a member’s decisions or votes could substantially and directly affect the member’s professional, personal, financial or business interests. In the event that a person nominated for or holding an office finds himself or herself in such a position, he or she shall promptly disclose the conflict of interest to the Board of Directors and rescues himself or herself at any Board or committee meeting from any deliberations or vote on the matter giving rise to the conflict of interest. A copy of the disclosure statement shall be reviewed by the Governance Committee.

All persons either elected or appointed to an office (including but not limited to any Board or Committee members), prior to acceptance and during tenure of that position, shall consider each item of business, where they have a vote or decision authority, to determine if a real or perceived conflict exists with the interests of the Organization. A conflict of interest is defined as any situation in which a member’s decisions or votes could substantially and directly affect the member’s professional, personal, financial or business interests. In the event that a person nominated for or holding an office finds himself or herself in such a position, he or she shall promptly disclose the conflict of interest to the Board of Directors and rescues himself or herself at any Board or committee meeting from any deliberations or vote on the matter giving rise to the conflict of interest. A copy of the disclosure statement shall be reviewed by the Governance Committee. All persons either elected or appointed shall NOT serve as officers or members of state association boards or officers or members of affiliate boards as well.

All persons either elected or appointed to an office (including but not limited to any Board or Committee members), prior to acceptance and during tenure of that position, shall consider each item of business, where they have a vote or decision authority, to determine if a real or perceived conflict exists with the interests of the Organization. A conflict of interest is defined as any situation in which a member’s decisions or votes could substantially and directly affect the member’s professional, personal, financial or business interests. In the event that a person nominated for or holding an office finds himself or herself in such a position, he or she shall promptly disclose the conflict of interest to the Board of Directors and rescues himself or herself at any Board or committee meeting from any deliberations or vote on the matter giving rise to the conflict of interest. A copy of the disclosure statement shall be reviewed by the Governance Committee. All persons either elected or appointed shall NOT serve as officers or members of state association boards or officers or members of affiliate boards as well.

Rationale

It is critical that members of the NAD Board serve with distinction and honor. When one serves multiple boards, one is liable to lose focus and not give the NAD Board and its members the full attention they deserve from the board members.

Bylaws Committee Recommendation

The Bylaws Committee recommends that the delegates oppose this proposal because the Board has the Conflict of Interest disclosure where they can abstain or recuse during the Board Meeting. This proposal can limit the membership from serving the organization. There is no mechanism to resign if this has been approved.

Board/HQ Recommendation

State associations and affiliate organizations can set limitations on who may serve on their boards, and to have such restrictions for their own organization. Some state associations and affiliate organizations may encourage their officers to serve on the NAD Board, and this promotes diversity for the NAD. This would also limit who can serve on the board, and contradicts proposals during this COR suggesting that we have members from affiliate organizations to serve on the NAD board. The NAD encourages state associations and affiliates to make their own determinations for members to be able to serve on two boards.

Proposal # Title Article Section Proposed By
Seconded By
20-05 Regional Conferences V 2 Bylaws Committee
Current Language: Proposed Changes: If Adopted:

State Association Affiliates and Non-Profit Affiliates shall convene in respective regions during the fall months preceding the biennial national conference. State Association and eligible Non-Profit affiliates may send up to six (6) delegates each.

State Association Affiliates and Non-Profit Affiliates shall convene in respective regions during the fall months preceding the biennial national conference. State Association and eligible Non-Profit affiliates may send up to six (6) delegates each.

(Removed)

Rationale

We have not had regional conferences since 2009 when NAD changed the format to NAD Leadership Training Conference (NLTC).

Bylaws Committee Recommendation

 

Board/HQ Recommendation

NAD Board/HQ supports this proposed amendment. Currently the NAD has not hosted regional conferences but instead has hosted NLTC. Removing this language gives the NAD flexibility to figure out optimal ways to host regional conferences, which would then not be mandated, but optional when needed.

Proposal # Title Article Section Proposed By
Seconded By
20-06 Elected Regional Board Members IV 3 Richard Jeffries
Katy Schmidt
Current Language: Proposed Changes: If Adopted:

Regional Board Members shall be elected by ballot by delegates of their respective regions at the biennial national conference. No person shall be eligible to hold office who has not been, for the two years immediately preceding the election, a member of the Association as well as a member of a State Association and/or member-based Non-Profit Organizational Affiliate. The United States shall be divided into four (4) geographical regions, and each region shall be represented by two (2) Regional Board Members, one of which is elected two (2) years apart from the other:

Regional Board Members shall be elected by ballot by delegates of their respective regions at the biennial national conference. No person shall be eligible to hold office who has not been, for the two years immediately preceding the election, a member of the Association as well as a member of a State Association and/or member-based Non-Profit Organizational Affiliate. The United States shall be divided into four (4) geographical regions, and each region shall be represented by a Regional Board Member.

Regional Board Members shall be elected by ballot by delegates of their respective regions at the biennial national conference. No person shall be eligible to hold office who has not been, for the two years immediately preceding the election, a member of the Association as well as a member of a State Association and/or member-based Non-Profit Organizational Affiliate. The United States shall be divided into four (4) geographical regions, and each region shall be represented by a Regional Board Member.

Rationale

The reduction of regional board members will allow the Board to streamline their communications with regions. Currently, it is confusing having to work with two separate regional board members.

Bylaws Committee Recommendation

The Bylaws Committee recommends that the delegates oppose this proposal because it will bring more work for one Representative. Each Region has their own method of communication with State Associations. If there are issues, State Associations can raise the issue during their regional meeting to improve the communication.

Board/HQ Recommendation

The NAD Board/HQ is not in support of this proposed amendment due to several factors. This would increase the workload on a single board member. This would also decrease the number of perspectives made available in board discussions, hamper the passing along of institutional memory about a region, as well as decrease the opportunity for diverse representation on the board.

Proposal # Title Article Section Proposed By
Seconded By
20-07 State Association Representatives V 1.5i Richard Jeffries
Lissette Molina Wood
Current Language: Proposed Changes: If Adopted:

Proportionate Council of Representatives representation by State Association Affiliates shall be determined as follows:
20-199 members—up to two (2) delegates 200-399 members—up to three (3) delegates
400-599 members—up to four (4) delegates
600-799 members—up to five (5) delegates
At least 800 members—up to six (6) delegates.

State Association Affiliates shall provide a membership count for purposes of determining number of delegates; said membership count will be conducted through a tally of members registered with State Association Affiliates during the following time period between Biennial National Conference(s), by March 15th of the even numbered years.

Proportionate Council of Representatives representation by State Association Affiliates shall be determined as follows:
20-199 members—up to two (2) delegates
200-399 members—up to three (3) delegates
400-599 members—up to four (4) delegates
600-799 members—up to five (5) delegates
At least 800 members—up to six (6) delegates.

State Association Affiliates shall provide a membership count for purposes of determining number of delegates; said membership count will be conducted through a tally of members registered with State Association Affiliates during the following time period between Biennial National Conference(s), by March 15th of the even numbered years.

Council of Representatives representation by State Association shall be two each with an option of adding an extra delegate providing the extra delegate is a youth person (between the ages of 18 - 30 years old).

Council of Representatives representation by State Association shall be two each with an option of adding an extra delegate providing the extra delegate is a youth person (between the ages of 18 - 30 years old).

Rationale

This is to allow for more equal representation among state associations, affiliates, and sections. Many state associations and affiliates continue to struggle with membership and as a result, they are deprived of equal representation on the COR. The extra delegate (youth delegate) is also to provide incentive to state associations to recruit youth and long-term members for NAD.

Bylaws Committee Recommendation

The Bylaws Committee is neutral on this proposal.

Board/HQ Recommendation

The NAD Board/HQ is neutral with this proposal.

Proposal # Title Article Section Proposed By
Seconded By
20-08 State Association and Membership-Based Nonprofit Organizational Affiliate Representatives V 1.5i Bylaws Committee
Current Language: Proposed Changes: If Adopted:

Proportionate Council of Representatives representation by State Association Affiliates shall be determined as follows:

  • 20-199 members—up to two (2) delegates
  • 200-399 members—up to three (3) delegates
  • 400-599 members—up to four (4) delegates
  • 600-799 members—up to five (5) delegates
  • At least 800 members—up to six (6) delegates.

State Association Affiliates shall provide a membership count for purposes of determining number of delegates; said membership count will be conducted through a tally of members registered with State Association Affiliates during the following time period between Biennial National Conference(s), by March 15th of the even numbered years.

Proportionate Council of Representatives representation by State Association and Membership-Based Nonprofit Organizational Affiliates shall be determined as follows:

  • 20-199 members—up to two (2) delegates
  • 200-399 members—up to three (3) delegates
  • 400-599 members—up to four (4) delegates
  • 600-799 members—up to five (5) delegates
  • At least 800 members—up to six (6) delegates.

State Association Affiliates and Membership-Based Nonprofit Organizational Affiliates shall provide a membership count for purposes of determining the number of delegates; said membership count will be conducted through a tally of members registered with State Association and Membership-Based Nonprofit Organizational Affiliates during the following time period between Biennial National Conference(s), by March 15th of the even numbered years.

Add the following:
*The word “registered” as defined by a dictionary implies “entered or recorded on an official list or directory.” Ideally, the State Association and Membership-Based Nonprofit Organizational Affiliate membership database would contain the following fields: Name, Address, Email, Videophone number, and/or other forms of contact information. Listserv, email blasts, census or any other form does not meet the criteria

Proportionate Council of Representatives representation by State Association and Membership-Based Nonprofit Organizational Affiliates shall be determined as follows:

  • 20-199 members—up to two (2) delegates
  • 200-399 members—up to three (3) delegates
  • 400-599 members—up to four (4) delegates
  • 600-799 members—up to five (5) delegates
  • At least 800 members—up to six (6) delegates.

State Association and Membership-Based Nonprofit Organizational Affiliates shall provide a membership count for purposes of determining the number of delegates; said membership count will be conducted through a tally of members registered* with State Association and Membership-Based Nonprofit Organizational Affiliates during the following time period between Biennial National Conference(s), by March 15th of the even numbered years.

*The word “registered” as defined by a dictionary implies “entered or recorded on an official list or directory.” Ideally, the State Association and Membership-Based Nonprofit Organizational Affiliate membership database would contain the following fields: Name, Address, Email, Videophone number, and/or other forms of contact information. Listserv, email blasts, census or any other form does not meet the criteria

Rationale

Clarification on what constitutes membership in a State Association and Membership-based nonprofit organizational affiliates.

Bylaws Committee Recommendation

 

Board/HQ Recommendation

The NAD Board/HQ is in support of this proposal, should the “senate model” proposal not carry through. Then there will be no need for membership count if that amendment passes.

Proposal # Title Article Section Proposed By
Seconded By
20-09/td> Appointed Board Members I 4/td> Elvia Guillmero
Erickson Young
Current Language: Proposed Changes: If Adopted:

The Board of Directors may select up to two (2) Appointed Board members for special expertise. Consideration shall be given to ensuring diversity balance for the Board as whole. Appointed Board Members must be member of the Association.

The Board of Directors may select up to two (2) Appointed Board members for special expertise. Consideration shall be given to ensuring diversity balance for the Board as whole. National multiracial deaf organizations, composed of all NAD-affiliated multiracial organizations (such as Council de Manos, NADC, NBDA, NHLAD, and others) shall appoint (1) one Board Member dedicated to dismantle racism in NAD’s operations and advocacy work. Appointed Board Members must be member of the Association.

The Board of Directors may select up to two (2) Appointed Board members for special expertise. Consideration shall be given to ensuring diversity balance for the Board as whole. National multiracial deaf organizations, composed of all NAD-affiliated multiracial organizations (such as Council de Manos, NADC, NBDA, NHLAD, and others) shall appoint (1) one Board Member dedicated to dismantle racism in NAD’s operations and advocacy work. Appointed Board Members must be member of the Association.

Rationale

Holds accountability for the Board to break down systemic racism within NAD

Bylaws Committee Recommendation

The Bylaws Committee recommends that the delegates oppose this proposal because it conflicts the Board Procedure when appointing someone to the position of the Appointed Board Member. Organizations cannot appoint someone for NAD.

Board/HQ Recommendation

The NAD supports the goal of dismantling racism, however, we are unable to give authority to other organizations to make this decision for the NAD. This selection process needs to occur within the NAD. The board is unable to support this proposal.

Proposal # Title Article Section Proposed By
Seconded By
20-10 Board of Directors IV 1 Steven Gagnon
Richard Jeffries
Current Language: Proposed Changes: If Adopted:

The Board of Directors of the Association shall be comprised of the following: President, Vice President, Secretary, Treasurer, and eight (8) Regional Board Members. In addition, the Board shall appoint up to two (2) Appointed Board Members.

The Board of Directors of the Association shall be comprised of the following: President, Vice President, Secretary, Treasurer, (2) Affiliate Board Members, and eight (8) Regional Board Members. In addition, the Board shall appoint up to two (2) Appointed Board Members. (Language to follow process for voting Affiliate Board Member on a staggered terms just as with all other regional board members)

The Board of Directors of the Association shall be comprised of the following: President, Vice President, Secretary, Treasurer, (2) Affiliate Board Members, and eight (8) Regional Board Members. In addition, the Board shall appoint up to two (2) Appointed Board Members.

Rationale

To provide affiliate representation on NAD board level as they have been NAD’s strongest supporters along with State Associations.

Bylaws Committee Recommendation

The Bylaws Committee recommends that the delegates oppose this proposal because there is no clear language on how to vote for the affiliate representation. There is no explanation regarding who can be the affiliate representative ie: section? Non-Profit Organizations? Membership-Based Organizations?

Board/HQ Recommendation

At this time there are not enough details in this proposal, including how the individuals are brought onto the board, and how the structure works. The board is unable to support this proposal.

Proposal # Title Article Section Proposed By
Seconded By
20-11 Non Profit Organizational Affiliate Representatives V 1.5ii Richard Jeffries
Katy Schmidt
Current Language: Proposed Changes: If Adopted:

The Council of Representatives shall include one (1) delegate from each bona fide local, state, and national Non Profit Organizational Affiliate of the Association, which meets eligibility criteria set forth by the Board of Directors. Further, Non-Profit Organizational Affiliates which meet eligibility criteria set forth by the Board of Directors shall have proportionate representation in the same manner as provided for State Association Representatives.

The Council of Representatives shall include one (1) delegate from each bona fide local, state, and national Non Profit Organizational Affiliate of the Association, which meets eligibility criteria set forth by the Board of Directors. Further, Non-Profit Organizational Affiliates which meet eligibility criteria set forth by the Board of Directors shall have proportionate representation in the same manner as provided for State Association Representatives.

Council of Representatives representation by Affiliates shall be two each affiliate.

Council of Representatives representation by Affiliates shall be two each affiliate.

Rationale

This is to allow for more equal representation among state associations, affiliates, and sections. Many state associations and affiliates continue to struggle with membership and as a result, they are deprived of equal representation on the COR.

Bylaws Committee Recommendation

The Bylaws Committee opposes this proposal as the language is not clear and does not specify member-based affiliate organizations and non-member based affiliate organizations.

Board/HQ Recommendation

The NAD Board/HQ opposes this proposal as the language is not clear and does not specify member-based affiliate organizations and non-member based affiliate organizations. Membership-based organizational affiliates bring valuable perspectives of underrepresented communities.

Proposal # Title Article Section Proposed By
Seconded By
20-12 Order of Georges and Georgettes 3 2.1 iv Bylaws Committee
Current Language: Proposed Changes: If Adopted:

Order of Georges and Georgettes status shall be conferred to individual members who maintain their membership for at least three (3) consecutive years.

Order of Georges and Georgettes status shall be conferred to individual members who maintain their membership for at least three (3) consecutive years.

(Removed)

Rationale

The NAD is committed to building and maintaining an inclusive environment where differences of opinions, beliefs, and values are sought, listened to, respected, and valued. Through inclusiveness, the NAD is committed to expanded membership, participation, and leadership that reflects the diversity of the American deaf community.

In light of this statement, the NAD board reviewed the bylaws in 2016 to ensure the gender-neutral language is clearly stated. Since that time, the section on Order of Georges and Georgettes in the bylaws and delegate manual has been constantly revisited for potential revision. In our goal of dismantling the systemic inequality that has long been rooted in the NAD history, we acknowledge that the term “Order of Georges and Georgettes” in itself has several -isms that may have long triggered individuals within the NAD. We believe that the removal of this term shall be a part of a unified effort to break down any inequality and promote inclusiveness for all.

The NAD aims to continue its mission and values of embracing deaf and hard of hearing Americans with diverse perspectives, experiences, and abilities. The NAD also recognizes and appreciates every single member for their dedication and commitment all these years with hopes of continued support from each and every member.

Bylaws Committee Recommendation

 

Board/HQ Recommendation

The NAD Board/HQ supports this proposal in tandem with the next proposal regarding OGG.

Proposal # Title Article Section Proposed By
Seconded By
20-13 Order of Georges and Georgettes 5 1.5 v Bylaws Committee
Current Language: Proposed Changes: If Adopted:

Order of Georges and Georgettes Representatives.

Twenty five (25) or more members of the Order of Georges and Georgettes (OGG) attending the biennial national conference may organize themselves for the purpose of electing delegates to the Council of Representatives. The number of delegates elected to attend the Council of Representatives shall be based on the number of all NAD members qualifying to be part of the Order of Georges and Georgettes, in essence all individuals (not only those present at the Conference) who have been members of the NAD for at least three years. On that basis, the number of OGG delegates shall be based on the same proportion as the number of delegates for State Associations and Non-Profit Organizational Affiliates.

Order of Georges and Georgettes Representatives.

Twenty five (25) or more members of the Order of Georges and Georgettes (OGG) attending the biennial national conference may organize themselves for the purpose of electing delegates to the Council of Representatives. The number of delegates elected to attend the Council of Representatives shall be based on the number of all NAD members qualifying to be part of the Order of Georges and Georgettes, in essence all individuals (not only those present at the Conference) who have been members of the NAD for at least three years. On that basis, the number of OGG delegates shall be based on the same proportion as the number of delegates for State Associations and Non-Profit Organizational Affiliates.

(Removed)

Rationale

If 20-12 is adopted. 20-13 must also be adopted to maintain consistency. The reasons for adopting this are the same as 20-12.

Bylaws Committee Recommendation

 

Board/HQ Recommendation

The NAD Board/HQ supports this proposal in tandem with the previous proposal regarding OGG.