Bylaws

Quick Links
 -- Download Bylaws
 -- Summary of Changes
 -- FAQs
 -- Submit a Question
Bylaws are the legally binding rules that outline how the oversight activities of the association will be conducted. Specifically, the bylaws direct the board of directors in their work to govern the association, guiding the board's actions and decisions.They help prevent or resolve conflict and disagreements. They can protect the organization from potential problems by clearly outlining rules around authority levels, rights, and expectations. While bylaws are a detailed and immediate source of regulations, they must follow federal and state laws and comply and work in conjunction with the association's Articles of Incorporation.


To that end, the
NABA National Governance Committee has been working with HQ staff and legal counsel to draft revised National Bylaws to align with other organizational documents, streamline for best practices, and address governance issues raised by multiple Board Committees. The proposed changes were deliberated and socialized with NABA’s extended volunteer leadership (chapter leaders, regional leadership, committee members, etc.) to ensure a rich, balanced, inclusive process.

 



The NABA National Board of Directors officially
approved and adopted the proposed changes
by unanimous vote on June 29, 2019


Click to view the 2019 Revised Bylaws

 



While most of the changes to the bylaws were administrative in nature – aligning governing documents with existing practices – but there were three (3) revisions to the bylaws that resulted in governance practice changes which are highlighted below:

 

Classes of Members
Cross Reference(s)
  • 2015 Bylaws: Article 1.1, 1.3
  • 2019 Bylaws: Article 2.1, 2.1(a), 2.1(b), 2.1(c)
Practice Change(s)
  • Expanded from two (2) member classes (Professional and Student) to distinguish a third (Faculty) which had previously been a sub-listing under the “Professional” class
  • Criteria for “Professional” class of members less restrictive
Material Impact(s)
  • The expansion of the Professional Class definition provides greater inclusivity of non-accounting professionals who wish to demonstrate their support of NABA through membership (i.e., D&I officers, Executives, Legal, IT, HR professionals, recruiters, etc.)

Election of Directors and Officers
Cross Reference(s)
  • 2015 Bylaws: Article 3.2
  • 2019 Bylaws: Article 4.8, 5.2 (a), 5.3
Practice Change(s)
  • proposed slate developed and presented by the Nominations and Elections (N&E) Committee and submitted to the National Board for approval/ratification and appointment
  • Addition of new National Director position, “Outside Director” which will be filled by appointment of the Chairman, as reviewed by the N&E Committee
Material Impact(s)
  • Members will no longer vote in annual elections of National Officers and At-large Directors
  • Members will continue to vote in their respective regions for the annual election of regional officers, including the Regional President position which holds a seat on the National Board of Directors
  • Board of Director composition may now include non-accounting professionals to bring unique expertise and perspectives to the table (total number of directors unchanged)

Definition of “Good Standing” for the Purposes of Voting
Cross Reference(s)
  • 2015 Bylaws: Article 1.7, 2.4
  • 2019 Bylaws: Article 4.5 (a)
Practice Change(s)
  • In consideration of the rolling anniversary membership renewal cycle, what was formerly established as the “Date of Record” (determined annually by the Board as October 31) is now specified as being paid for sixty (60) calendar days preceding the official vote”
Material Impact(s)
  • Because the precise date of elections may vary from year to year, the “60-day” rule provides greater year-over-year consistency for the number of days prior to the election
  • Ensures membership continuity of membership for eligible voters – renewal gaps during the 60-day period will disqualify a voter from eligibility


This 2019 update to the National Bylaws was one of several planned actions to bring our governing documents into alignment with best practices, changes in New York nonprofit laws and organizational changes that have been implemented such as the Professional Chapter Affiliation Agreement (PCAA).

 



If you have any questions about these changes, you are encouraged to review the FAQs below. Should your question not be addressed in the FAQs, there is a link at the bottom of the page for you to submit your question(s) to the Governance Committee.

 

2019 Bylaws Updates - FAQs
 

Why did NABA need to change the National bylaws? While it is considered a best practice for a nonprofit to review its bylaws every five years, the primary reasons the national bylaws changes were to bring our governing documents into alignment:
  • with each other (i.e. NPPMs, PCAA, affiliate bylaws, etc.)
  • changes in New York nonprofit laws and organizational
  • with our current practices
  • with best practices (desired future practices)
What were the main things that changed in the bylaws? The primary changes to the bylaws were:
  • Membership classes and criteria
  • the election process for At-Large Board seats, and
  • the definition and reference date for “good standing” for the purposes of voting eligibility
Why didn’t the membership get to vote on these bylaw changes? In February 2013, the membership voted to change the bylaws, empowering the National Board of Directors to make subsequent changes to the National bylaws as necessary. As a result, the national board made changes bylaws in April 2015, and now again in June 2019. Each of those bylaw revisions – 2013, 2015, 2019 – were made with consideration New York nonprofit laws and in consultation with legal counsel.
What were the changes to the Membership Classes? There were two main changes to the membership classes: 1) the call out of the Faculty class as their own distinct class of members (no longer lumped under the professional class, and 2) the expansion of the Professional Class definition.
Why were these changes made to the Membership Classes? Faculty was designated as its own membership class because the role of faculty in NABA’s organizational strategy is different than that of the Professional – a role that is key to fostering and sustaining the pipeline of future professionals.
Professional was expanded to more broadly include professionals of different disciplines who support NABA’s efforts, mission, and vision. This could include professionals in the field of diversity and inclusion, enterprise risk, technology, human resources, legal, executives, etc.
It is NABA moving away from being an association that focuses on accounting and finance professionals? Not at all. To the contrary, NABA recognizes that the success of our accounting and finance professionals in the black community relies on the support of professionals from diverse backgrounds, experiential and cultural, and want to ensure everyone’s ability to feel invited and included in furthering the vision of unlimited opportunities for Blacks in the accounting and finance professions.
What were the changes made to the National election process for National At-large Directors and Officers? The primary change was to move the Association the way from the election model toward an appointment model which is becoming more of the norm for nonprofits are type and size. This would not apply to the regional leadership positions, which will still be elected by their regional membership base.
Will the changes in election/appointment process affect the way members nominate potential candidates? No. The process is essentially the same. NABA HQ will send out a call for nominations with instructions and criteria, and members will have the opportunity to submit candidates to the N&E Committee for consideration. The nomination of candidates, for Regional leaders, At-large Directors, and Officers, is the most valuable opportunity for the broader membership to have a strong voice in who the next leaders of the organization should be.
How do members find out what the criteria is for the different Board positions so they can submit appropriate candidates? The criteria for each position is included with the submission form that goes out with the call for nominations. The N&E Committee will be charged with reviewing and updating that criterion as necessary.
How will the nominations and elections committee determine the candidates for national directors and officers versus the regional leadership positions Candidates of all distinctions who are being considered to hold a seat on the National Board of Directors will be subject to the vetting and interviewing process determined by National Nominations and Elections Committee (N&EC). Here are the key differences:
national directors and officers 
  • N&EC develops a single slate of candidates for vacant positions
  • Slate was reviewed by the National Board of Directors and can either be rejected or ratified (approved)
  • if rejected, N&EC will develop a new slate of candidates for consideration
  • if ratified, slate of candidates are officially appointed to their designated board seats
regional directors (presidents)
  • N&EC develops a slate of candidates for vacant positions
  • Slate may be single, or competitive with multiple candidates for a single-seat
  • eligible voters in the applicable region will be invited to cast their electronic vote to confirm the candidate for the vacant seat(s) in their region
  • candidates with a majority vote will take the seat they have been elected to
Will the timing of the National Call for Nominations change? Not substantially. The expectation is still to initiate the call for nominations in November, closeout the nomination process in December, present the candidates for election for appointment in late January early February, and vote or ratify (as applicable) at or before the Q3 board meeting.
Why are nonprofit associations moving to this appointment model for their Board of Directors? One of the key drivers of this shift is general apathy. Unfortunately, NABA's membership is reflective of this trend in that, consistently, less than 10% of NABA’s eligible voters participate in annual elections. Annual elections that include member voting are a financial and administrative burden in the responsible use of association resources when only 150 members cast a vote. A secondary driver to this shift is the ability to fully leverage an effective succession planning model that is executed with consistency, ensuring continuity for the organization. Finally, expense is also a factor for any nonprofit conducting a large-scale member-voter election process. When a nonprofit association has to bear the expense of executing an election for 3000+ eligible voters, and only 150 engage in the process, it raises the question of whether this is a responsible use of the organization’s limited resources.
How is the independence of the N&E Committee ensured? The N&E Committee is made up of a diverse group of appointees which specifically includes a designated appointee from each region, up to three additional at-large appointees, plus the Chair of the committee. This composition ensures a balanced approach to vetting and assessing candidates for the National Board. Each committee person, including the chair, has one vote and all votes carry the same weight. Per the revised bylaws, the Chair of the N&E Committee must be a past National Board Chair, bringing the highest level of insight to the leadership of the committee.
What steps were taken to include chapter leaders in vetting some of these proposed changes? Proposed bylaw changes have been discussed at the governance meetings during quarterly board meetings throughout FY18 and FY19. Bylaw changes were also incorporated into the chairman’s town hall meetings, one of which included live polling on the topic. Overwhelmingly, members expressed confidence in allowing the governance committee to move changes forward to keep the association's governance documents in proper order.
How will the 60-day/Date of Record change effect local/chapter elections? Chapter leadership elections should follow the same 60-day eligibility criteria for their own elections. The October 31 date is no longer applicable.
Does the 60-day/Date of Record provision apply to the call for nominations? No. Any active/paid member may nominate another active/paid member. They do not need to have been a member for 60 days to submit a nomination. The 60-day criteria applies only to the eligibility to vote.
Do candidates need to be members for 60-days prior to being nominated? No. Nominees must simply be active/paid members at the time of nomination. They do, however, need to maintain their active /paid membership status throughout the entire process (nomination to election) and if elected, maintain their active/paid status throughout their term.
What happens if an active/paid member is nominated and selected by the N&E Committee to go on the ballot/slate, but their membership expires prior to the election/appointment? Candidates are required to maintain they are active paid status throughout the nomination an election process. Additional verification of candidates’ membership dates (versus status) will be incorporated into the N&E vetting process. If a selected candidate’s expiration date falls between the dates of nomination and election (November to February), they may be asked to renew early to avoid any lapse in membership during the process.
What additional governing document changes will be coming up next as a result of the bylaws changes? There will be several. The current priorities are the N&E Policy and Procedure, the Articles of Incorporation and the full National Policy and Procedure Manual (NPPM).
What steps were taken to include chapter leaders in vetting some of these proposed changes? Proposed bylaw changes have been discussed at the governance meetings during quarterly board meetings throughout FY18 and FY19. Bylaw changes were also incorporated into the chairman’s town hall meetings, one of which included live polling on the topic. Overwhelmingly, members expressed confidence in allowing the governance committee to move changes forward to keep the association's governance documents in proper order.
In consideration of the PCAA and these new changes to the bylaws, what steps will chapters now need to take to ensure they are in compliance with the governing documents? Through the PCAA initiative, new Model Chapter Bylaws were provided to chapters to review, amend (as needed) and adopt. Those Model Chapter bylaws were drafted with the insight of knowing these National Bylaws changes were in the pipeline so the language should already be consistent with the 2019 updates to the National Bylaws.
 
Many chapters have not yet submitted their updated Model Chapter Bylaws for approval. If your chapter has not yet done so, please visit https://www.nabainc.org/pcaaresources to download an edit-ready copy, edit Article VII as appropriate for your state regulations, and submit to governance@nabainc.org.
 
Chapters should also take this opportunity to review their CPPMs (specifically around election procedures) and any membership marketing materials that may reference the membership class criteria and update them accordingly.

 


Still Have Questions?

Use the link below to submit your question to the Governance Committee.

Please note: 

1) NABA's committees are made up of volunteer members who work full-time jobs during regular office hours – it may take 7-10 days for the committee members to read, discuss and respond to your question(s)
 
2) Including your contact information with your question is optional. However, you will not receive a direct answer if you do not include your contact information

 
3) Not all questions submitted to the Governance Committee will be added to the FAQs (F = Frequent) – if a question does not seem to apply to the greater body of members or is narrow in application, your answer will come
viadirect response (if you included your contact information (see note #2)