Notice of Amendments to CFAW Bylaws
CFAW’s Bylaws were last amended on March 26, 2009. The Washington, DC nonprofit code has changed since then, as has the society. CFAW has grown considerably since 2009 and moved to a staffed office operating model. When we engaged consultant Charles Tate, of Tate & Tryon for a governance review in February 2014, he observed several antiquated policies listed in the Bylaws. He also made several governance recommendations to bring best practices in nonprofit management to CFAW. As a result, the Board of Directors discussed, at its Strategic Planning Session on July 19, 2014, the need for a thorough review of our Bylaws.
CFAW asked a nonprofit attorney with many years of experience, Art Herold, Managing Partner at Webster, Chamberlain & Bean, to review our by-laws and make recommendations in terms of how we are now structured, compliance with the DC nonprofit code, and prevailing best practices for nonprofit organizations.
There is a specific procedure, outlined in our by-laws, that the Board followed before making amendments to our existing bylaws. Article 10 describes this procedure:
10. ARTICLE 10 – AMENDMENTS
10.1 Proposal for Amendment. A proposed amendment of the Bylaws will be forwarded to the Board for consideration only if it is sponsored by at least five (5) Directors. The proposal shall be submitted to the Secretary at least seven (7) days before the next meeting of the Board. The Secretary shall forward the proposed amendment to all Directors at least three (3) days before the meeting.
10.2 Adoption of Amendment. Adoption of the proposed amendment requires a two-thirds (2/3) affirmative vote of all Directors then in office.
Six (6) Directors sponsored the amendments, which were submitted to Brad Neumann, CFA, Secretary, on September 15, 2014:
Camille Alexander, CFA
Shep Buckman, CFA
John Greenberg, CFA
Matt Malone, CFA
Anna Martinez, CFA
Melissa Turner, CFA
The Secretary forwarded the proposed amendments to all Directors on September 16, 2014.
The Board voted with a 2/3 affirmative vote to adopt the amendments at its September 23, 2014 Board meeting.
The amendments are noted with comments/rationale in this document. We also provide you with a clean copy here.
Here are the highlights:
1. 1. Definitions: The attorney had felt we could omit the definitions entirely as they are not legally necessary and often duplicative throughout the document.
2. 2 . Chair, Vice Chair and Immediate Past Chair to replace President, Vice President and Immediate Past President: As recommended by the attorney and the consultant, and in keeping with best practices and trends for nonprofit organizations. A similar model exists at the CFA Institute for their Board and at several other large societies (New York, Boston, Chicago, United Kingdom).
3. 3. The Chair is not the Chief Executive Officer but the Chief Elected Officer: Now that CFAW employs professional staff, the Board is able to delegate certain duties and functions for day-to-day operations.
4. 4. The President and Chief Executive Officer is a new position listed in the document, which hadn’t previously referred to paid staff: This title would replace the title of “Executive Director”. The attorney and our consultant believe this is a best practice and prevailing trend for nonprofits as “Executive Director” is waning as a title/role. A similar model exists at the CFA Institute and at several other large societies, as previously listed, except that Boston has a Chief Executive Officer/Executive Director. Our (previously titled) Executive Director’s role and responsibilities remain unchanged and she is not a voting member of the Board.
5. 5. The Chair and the Treasurer may not be the same person, instead of the Chair and the Secretary: Recommended as a best practice in nonprofit governance.
6. 6. Officer terms to 2 years instead of 1 year: As recommended, for the purpose of ensuring strategic continuity. Officers may only serve two (2) consecutive terms, as before. Many other large societies’ Officers also have terms longer than one year. The two-year term will take effect on July 1, 2015 for all officers elected after that date, except that any officer serving in 2014 who is elected to the same office in 2015 may only serve one additional year. CFAW Director terms of two (2) years remain unchanged.
7. 7. The Treasurer may serve on the Finance Committee: This is a best practice for high functioning Finance Committees. Our by-laws were written (and previously amended) before we had paid staff, an auditor, and a third party bookkeeper all in place. In the past, the exclusion of the Treasurer from the Finance Committee was likely intended to serve as a check-and-balance that CFAW no longer needs. The Finance Committee will function more effectively with the Treasurer’s participation.
8. 8. Other changes: The attorney made several other, minor changes to reflect best practices, the DC nonprofit code, and newer CFAW activities since 2009.
If you have questions about the amendments, please contact our office at firstname.lastname@example.org
Camille Alexander, CFA
Chair, CFA Society of Washington DC
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