Attorney Review Bylaw Memo
TO: NWSA Governing Council and Individual Members
FROM: Allison Kimmich, Executive Director
DATE: May 22, 2008
SUBJECT: Proposed Bylaws Following Attorney Review
This memo is intended to highlight the key changes, clarifications, and additions made by National Women's Studies Association attorney Ruth Eisenberg of Harmon, Curran, Speilberg & Eisenberg.
Our attorney, who has worked with NWSA for many years, congratulated the Association on its ongoing efforts to streamline and clarify governance. Many of her changes reflect her concern that NWSA clarify its operations and clearly indicate how decisions are made, and when decisions rest with the Governing Council or with individual committees as required by law.
Yellow highlighting is used in the bylaw document to highlight the key additions.
Major new sections include:
- Language on conflicts of interest in Article VII, on the Governing Council
- Article XIII, on compensation (standard legal language)
- Article XIV, on indemnification and insurance (to protect Governing Council members from lawsuits)
- Article XV, on maintaining NWSA records
Ms. Eisenberg also recommended clarifying the proposed “Rules of Order” section (now eliminated) and instead applying the relevant rules on voting, quorum, etc. to each body (MA, DA, and GC). That change has been made throughout the document.
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NWSA PROPOSED BYLAW CHANGES
As part of its Ford Foundation grant to support NWSA capacity building, the Association convened a Strategic Planning Committee that met, both in person and by phone, in spring 2007. The proposed revised NWSA bylaws were developed as one part of that committee’s work. Members of the strategic planning committee worked with a consultant from the LarsonAllen Public Service group to develop a new Bylaw document that is better aligned with the current NWSA national office staff structure.
The document merges the current NWSA Constitution and Bylaws and with changes outlined in a memo that precedes the document. The draft bylaws were presented to the Governing Council before the annual conference 2007 as part of the strategic plan; the plan was approved at the pre-conference meeting on June 27, 2007.
At the request of the Governing Council in its post-conference meeting, a committee was formed to compare the existing and the proposed documents, summarize the proposed changes, and report to the Governing Council. NWSA Vice President Tricia Lin chaired that committee, with NWSA Governing Council members Colette Morrow, Dorothy Miller, and Catherine Orr as the members.
Committee Process
Tricia Lin then compiled all the committee’s comments and sent them on to Sara Peterson of LarsonAllen. Sara Peterson addressed the comments, made some revisions, and sent them back to NWSA Executive Director Allison Kimmich.
Allison Kimmich sent them to NWSA President Barb Howe to review for additional editing based upon her experience developing bylaws over the years. She made some comments and sent them back to the LarsonAllen consultant. Sara Peterson addressed her comments.
The ad hoc committee received the NWSA Bylaws again along with Executive Committee members Brenda Bethman and Jo Trigilio.
Tricia Lin made final revisions of the text to reflect various comments from people, and Barb Howe worked on the text boxes of comments, which were then sent back to the ad hoc committee, Brenda Bethman, and Jo Trigilio to review.
The text boxes are comments that came from some member of the ad hoc committee. If it stays "reply", then the reply is from Sara Peterson. In some instances, the reply was combined with the comment to simplify things. These appear as methods of explanation and are not part of the bylaws.
You may choose to review the draft bylaws that include all of the committee’s comments and replies from the consultant, or the version without the comments. In both cases, the bylaw text is the same.
