special committee 10-2011

12-12-2011 Report of the eNAP Special Committee created at the 10-10-2011 meeting


Membership:

The committee members are:
  • Paul McClintock, PRP, CP-T, chairman
  • Heather MacKenzie, RP
  • Josh Martin, PRP
  • Evan Lemoine, PRP, ex officio
Background:

The committee had two items referred to it. In brief, it was asked to:

1 - prepare bylaw amendments to become a chartered NAP unit;
2 - prepare bylaw amendment(s) to allow the board to make decisions outside of meetings.

Specifically, the wording was as follows:

Item #1:

A motion was made by the executive board that a special committee, consisting of Paul McClintock as chairman and two other members appointed by the president, be created to draft appropriate amendments to the eNAP bylaws to facilitate eNAP’s charter as a unit of the National Association of Parliamentarians; that the committee be instructed to consult with the NAP Bylaws Committee regarding appropriate language; that the committee be instructed to report its recommendations at the December meeting; and that the committee be instructed to provide notice of its proposed amendments to the secretary by December 5, 2011, for inclusion in the meeting notice for the December meeting.  

The motion was adopted, and the president appointed Heather MacKenzie and Josh Martin as members. Per the bylaws, Evan Lemoine is also a member ex officio as president.

Item #2:

A motion was made by the executive board that Bylaw Article VI, The Executive Board, be amended by substituting for Section 3, Board Meetings, a new Section 3, Conduct of Business, to read as follows:
"Section 3. Conduct of Business. The executive board is authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of the executive board can contain what is agreed to by a majority of board members outside a meeting. A meeting of the Board shall meet at the call of the President or upon request by two members of the Board, and may be conducted in the Society's chat room or other designated chat room, or by telephone or video conference."

The motion referring the proposed substitution of Article VI, Section 3 to the special committee considering the eNAP transition as a unit was adopted, with the understanding that it would consider the discussion points at the 10-10 meeting, and submit its proposed motion for amending the bylaws by December 5 so previous notice could be given.

The discussion points to consider were:
  • the agreement of a majority outside of a meeting does not guarantee that the entire board membership is even aware of what that majority is considering;
  • change “reports...can contain” to “reports...shall contain”;
  • any language improvements for the board should be made for committees as well.
Recommendations:

The special committee met on 11-05-2011, and the chair has attempted to confirm with the NAP Bylaws Committee that the bylaws as amended per the recommendations below would comply with NAP requirements for chartered electronic units.

The committee hereby gives notice for the following bylaw amendments to be considered at the 12-12-2011 eNAP meeting:

Bylaw amendment 1, a series of amendments 1A through 1F offered together for chartering purposes, with the proviso that they become effective upon being chartered by NAP:

1A. Amend the bylaws throughout by striking out “society” and inserting “unit”; including in Article III section 2, striking out “online Society” and inserting “electronic unit.”

1B. Amend Article I by substituting:

The name of this Society shall be the Electronic Unit of the National Association of Parliamentarians. The Society shall also be referred to as eNAP. As a constituent division of the National Association of Parliamentarians (NAP), the Unit shall be subject to all applicable rules of NAP.

[Note: NAP has rules for the unit's Object, Membership, Delegates to NAP Conventions, and Dissolution, among other matters.]


1C. Amend Article II, item (a) to substitute “to promote the study of parliamentary procedure and the educational programs of NAP”.

1D. Amend Article II by striking out “(f) to seek to be a chartered unit of the National Association of Parliamentarians® (NAP)” and making the consequential punctuation and grammatical changes.

1E. Amend Article III, substituting this for section 1:

Section 1.  Obtaining Membership.  Any member of the National Association of Parliamentarians (NAP) may request membership at the first meeting attended. Anyone else who is preparing for NAP membership may request unit membership at any meeting after the first meeting attended. NAP members shall be regular members (primary or affiliate as defined by NAP); all others shall be provisional members. Membership shall be granted by a majority vote.

and adding:

Section 3. Dues. There shall be no dues. The fiscal year shall be the same as the NAP fiscal year.

1F. Amend Article VIII by striking out “a” and inserting “an internet” before “chat room.”


Bylaw amendment 2:

The motion referred to the committee was:
that Bylaw Article VI, The Executive Board, be amended by substituting for Section 3, Board Meetings, a new Section 3, Conduct of Business, to read as follows:
"Section 3. Conduct of Business. The executive board is authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of the executive board can contain what is agreed to by a majority of board members outside a meeting. A meeting of the Board shall meet at the call of the President or upon request by two members of the Board, and may be conducted in the Society's chat room or other designated chat room, or by telephone or video conference."

2A.  Amend the board’s motion by substituting the following:
that Bylaw Article VI, The Executive Board, be amended by substituting for Section 3, Board Meetings, a new Section 3, Conduct of Business, to read as follows:
"Section 3. Conduct of Business. The Executive Board shall meet at the call of the President or upon request by two members of the Board. Board meetings may be conducted in the Society's chat room or other designated chat room, or by telephone or video conference. Board meetings shall be open to other eNAP members as observers unless otherwise ordered by the Board.

The Board is authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of the Board shall contain what is agreed to by a majority of Board members outside a meeting, so long as all members have had reasonable opportunity to debate the matter."

2B. Amend Bylaw Article VII, Committees, by substituting for Section 4, Conduct of Meetings, the following:
"Section 4. Conduct of Business. Committee meetings may be conducted in the Society's chat room or other designated chat room, or by telephone or video conference. All committees are authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of these committees shall contain what is agreed to by a majority of committee members outside a meeting, so long as all members have had reasonable opportunity to debate the matter."

Note, the current wording is:
Section 4. Conduct of Business.  All committees are authorized to conduct business, partly or completely, by correspondence outside of a meeting, and reports of these committees can contain what is agreed to by a majority of committee members outside a meeting.

Conclusion:

The new bylaws, if amendments are adopted as presented, with changes highlighted, can be viewed at:
https://sites.google.com/site/enapunit/unit-bylaws.

End of report.
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