NASW bylaw revisions: Frequently asked questions

For those of you who do not subscribe to NASW-talk, there has been much discussion of the proposed bylaw revisions. That discussion led members to carry out a successful petition drive to change the available choices about bylaw revisions to be considered at the February 20 special meeting in San Diego. As you read and consider your vote, we hope you will find this FAQ helpful.

1) I cast my proxy vote online before January 20. Has something changed? Do I have to vote again?

Yes, if you cast your online proxy prior to January 20, you'll need to re-enter the system and re-cast your proxy on the updated resolution here: http://www.nasw.org/elections_bylaws/index.php?ID=2. The new resolution gives members three choices rather than two, with the new choice a compromise to reflect concern with Article VIII, on Suspension and Expulsion. We apologize for any added inconvenience, but believe this ballot will lead to the best possible bylaws.

The resolution has changed from a wholesale adoption of the proposed revisions to the following:

With regard to the Constitution and Bylaws updates dated January 5, 2010, I:

1)_____ Accept all amendments as written

2) _____Accept all amendments, except changes to Article VIII which will be rewritten by an ad-hoc committee and re-presented for a vote at the annual meeting in November 2010

3)_____ Accept no amendments

It is only the resolution that has changed. No text of the proposed bylaws themselves, as presented on January 5, has changed.

2) What about this printed proxy sheet in ScienceWriters? Can I use it?

No. Unfortunately, we were not able to stop the presses in time and ScienceWriters has the old resolution in it. You may not use this form to vote. If you would rather mail in your proxy, print out the form from http://www.nasw.org/elections_bylaws/index.php?ID=2, fill it out, and mail it so that it arrives by February 15.

3) How will a winner be determined?

According to the current Constitution, constitutional amendments require 50% or more approval of members voting.

From Article XI: "If a substantial majority of a member's science-writing activities are science journalism, as defined in Article III, Section 1, he or she may state so on a signed ballot. Those ballots shall be verified by the Membership Committee and counted separately. An amendment shall be adopted if accepted by more than half the journalist members voting and by more than half the remaining votes."

Though NASW no longer has separate categories of membership, members to whom the journalism clause applies may so state on the printed proxy, or by writing "Journalist" after your name in the online proxy's name box, or submit a signed statement during the February 20 vote.

4) Why was the resolution changed from what appears in ScienceWriters?

Discussion on the listserves revealed that some members were not satisfied by Article VIII, which proposed changing the procedure to terminate someone's membership in NASW. According to the current bylaws, the process calls for a vote by the membership. The revised bylaws call for a vote by the board. The new resolution leaves consideration of Article VIII to the annual meeting in November, while allowing the other changes, which are necessary for the organization comply with the laws of New York State, where we're incorporated. In the meantime, an ad-hoc committee will revise Article VIII to reflect concerns of members and legal needs of the organization.

5) What is it about Article VIII that has people talking?

John Gever puts it very succinctly:

"In particular, the revisions would permit a member to be kicked out of NASW by the board, without any vote or appeal to the membership at large. The intention was to provide due process and a measure of privacy for members accused of high crimes and misdemeanors — not afforded under the current bylaws."

"But jailhouse lawyers among us have pointed out that the new process is essentially a secret proceeding in front of the board, with no recourse. Many of us believe that an appeal option would be a good idea." - J. Gever

6) I want to help craft new language for Article VIII. What do I do?

Current, regular members of NASW should contact director@nasw.org. The committee will be co-chaired by Board member Dan Ferber and member John Gever.

7) What prompted these revisions to NASW's Bylaws and Constitution in the first place?

The rationale for updating the bylaws was to come into compliance with the laws of New York, our state of incorporation. NASW is a 501c6 non-profit corporation that was incorporated in New York in 1954. As such, we have to keep current with NY state laws for non-profits (the NY NPC code). Our bylaws have not been updated in a long, long time, thus there are lots of updates and revisions. Most of them are niggling and minor.

Some are bigger and needed rectifying:

-the non-recognition of mail voting: For votes we have to have a meeting (NY NPC 613:b). People can still vote if they cannot attend by issuing a proxy, which essentially looks like an online or mail-in absentee ballot. Fallout: Semantics and some fine print and a few extra hassles of scheduling.

-the fiscal year: changing it so that the end of the fiscal year falls within 6 months of the annual meeting as required by NY NPC. It also provides for more real time reporting of finances at our annual meeting which is most likely the law's intent.

-the gaping liability hole (from the organization's viewpoint) of having mandated public termination procedures that don't allow room for due process or privacy. This is Article VIII. Passage of option 2 on the ballot would shelve this revision until November 2010.

-a disconnect between our 1954 certificate of incorporation and the bylaws: Our Certificate states that we only have 8 board members maximum. Bylaws, current and proposed, stipulate 15. Before we submit to amend the Certificate, we had better have bylaws that are up to code because they have to be submitted with the application to amend the Certificate.

8) Why are the bylaws being revised now? It seems fast.

It's actually been a long process. In August, NASW hired a lawyer specializing in non-profit law and familiar with both California (where we operate) and New York (where we are incorporated) state laws for non profits. He reviewed the bylaws and recommended changes and updates. The Board discussed these proposed changes both online and more formally in person at their meeting on October 16, 2009. The reasons for updating the bylaws were then presented and discussed at the membership meeting on October 17, 2009. We then spent time going back and forth to make sure everything was covered and consistent and began trying to figure out how to get the updates to members with plenty of time for inspection.

For any amendments, a special meeting must be called for the membership to vote. The reason that we chose to meet during AAAS on February 20, 2010 was because some portion of members already attend. The reason that we chose not to wait until the annual meeting was because a) it's late this year: November and b) the bylaws update if adopted mandates a change in the fiscal year to June 30 year end which, though it puts our reporting and auditing on a more real-time basis, is a big process, involving two audits in one calendar year, and the sooner we can start that process the better for the organization and c) this fall represents a shift in leadership so it is good to have the process complete under continuity of leadership

9) Voting Process

I heard that members can only vote at meetings. Does that mean that only those who can attend get to vote?

No. All regular members who cannot attend may vote via issuing of a proxy, which looks very similar to absentee ballot that shows up in your email inbox or postal box. The state of New York does not recognize a vote that occurs only via the mail, so we had to strike that portion of our bylaws from Article IX. Functionally, though, the only change is that any vote of the members must occur at a meeting, special or regular, but members unable to attend still get a voice by issuing a proxy ahead of time. Thus, instead of simply sending out ballots for board member or officer elections, we now must schedule a meeting. We expect that the bulk of members will still choose to fill out proxies online or return them via the mail rather than attending the meeting given the expense of travel and the demands on time, but there will be a meeting component to every member vote under the new bylaws.

Update 2.12.10: We conferred with a second non profit attorney, this one based in New York, and are now doubly assured that the vote by proxy provision allows the most members to participate and vote without attending a meeting. Since under NY law votes must be taken only at meetings, we can not keep the old constitutional provisions that allowed for mail voting without a meeting.

10) What have we learned from this process?

Bylaws need to be reviewed more than once in a blue moon! Standard organizational practice indicates that bylaws should be reviewed periodically to make sure they fit all applicable laws and reflect practices of the organization. State law does change, and organizations are dynamic. Every three to five years, we will convene a committee to review the bylaws for adherence and recommend any updates. If updates are needed, we will again make every effort to put the proposed revisions before the membership, but we will add what this process was missing which is a comment period and discussions can more easily lead to adjustments if needed.

Jan. 21, 2010

Biedler Price for Cancer Journalism