Join your fellow NASW members for food, fellowship, and an important vote. On Saturday, February 20, at 4 p.m. in Room 16A of the San Diego Convention Center in San Diego, Calif., we will vote on the NASW Constitution and Bylaw updates. In addition to the scintillating process of updating the document from its 1954 legalese to present requirements, these bylaw updates have the potential to save money, streamline decision-making, and lead to more transparent governance. All current regular members are invited to exercise their membership right to vote on the proposed changes. Student members are encouraged to attend but may not vote. If you cannot attend, we still need your proxy. Follow the "continue reading" link below for instructions.
NASW Bylaws Revision
For your consideration are proposed revisions to the NASW bylaws, recommended by the NASW board of directors. These changes have the potential to save money, streamline decision-making, and lead to more transparent NASW governance.
The proposed bylaws revisions are shown in a "track changes" format, such that deletions appear as a strikethrough in the text, additions appear in bold, and rationale for more involved changes appears in italics.
The NASW membership will vote (in person or by proxy) on these revisions at a special meeting called by the board of directors. This meeting is scheduled for 4:00 p.m. on Sat., Feb. 20, 2010, in Room 16A of the San Diego Convention Center in San Diego, Calif.
Regular members should review the changes and fill out their proxy (if unable to attend) or printing and mailing the proxy in the forthcoming issue of ScienceWriters by Feb. 15, 2010. Student members are welcome to attend the special meeting but may not vote.
Proposed Updates, dated January 5, 2010, to the Constitution and Bylaws of the National Association of Science Writers, Inc.
ARTICLE I — General
Section 1. NAME OF ORGANIZATION. This organization shall be known as the National Association of Science Writers, Inc. (the "Association").
Section 2. PURPOSE OF ORGANIZATION. This organization shall foster the dissemination of accurate information regarding science and technology through all media normally devoted to informing the public; and shall foster the interpretation of science and its meaning to society, in keeping with the highest standards of journalism. In addition, this organization shall foster and promote the professional interests of science writers.
ARTICLE II — Membership
Section 1. CLASSES OF MEMBERSHIP. There shall be three classes of membership in the Association: Regular, Honorary, and Student.
Section 2. REQUIREMENTS FOR REGULAR MEMBERSHIP. Regular members shall be people who are professional science writers or instructors of science writing. This includes — but is not limited to — journalists, authors, editors, producers, public information officers, and people who write and produce films, museum exhibits, and other material intended to inform the public about science and technology. Individuals applying for regular membership must present the names of two current members who endorse them for membership.
Section 3. REQUIREMENTS FOR HONORARY MEMBERSHIP. Honorary membership may be extended to scientists or other persons who have notably aided the purposes of this organization as expressed in Article I, Section 2.
Section 4. REQUIREMENTS FOR STUDENT MEMBERSHIP. Student members shall be enrolled in a college or graduate level journalism program and/or science program.
Section 5. RIGHTS OF MEMBERS. Regular members shall have full voting privileges. Student members and Honorary members shall have all rights of membership except they may not vote or hold office.
Section 6. RIGHTS OF INSPECTION. Any member who has been a member of record for at least six months immediately preceding his or her demand shall have the right to examine in person or by agent or attorney, during usual business hours, minutes of the proceedings of its members and list or record of members and to make copies from such records. An inspection may be denied to such member upon his or her refusal to furnish to the corporation, its transfer agent or registrar an affidavit that such inspection is not desired and will not be used for a purpose which is in the interest of a business or object other than the business of the corporation and that he has not within five years given, sold or offered for sale any list or record of members of any corporation or aided or abetted, or attempted or offered to aid or abet, any person in procuring any such list or record of members for any such purpose.
Rationale: This section added to comply with New York Not-for-Profit Corporation (NY NPC) Law. Members may examine minutes and membership list, but they may not sell or distribute the list. Note that the membership directory is already made available to members annually and membership meeting minutes are printed in ScienceWriters.
ARTICLE III — Elections Board of Directors
Section 1. OFFICERS. The elected officers of the Association shall consist of a president, a vice-president who shall be president-elect, a treasurer, and a secretary, who shall all be members of the executive board. A substantial majority of an officer's science-writing activities shall be journalism. Journalism is defined as reporting, writing, editing, or producing news, analysis, discussion, and features for: media outlets such as newspapers, magazines, television and radio stations, and networks; books written and published in keeping with journalistic standards; and other forms of mass media that are credible sources of news and information. Officers may not write press releases or otherwise act on behalf of an institution or company to affect media coverage while they serve in office. Officers who engage in such activities shall notify the board immediately. They may remain on the board, but the board shall appoint another fully qualified member to carry out the officer duties.
Rationale: Moved to Article IV Section I
Section 1. POWERS. The Association shall be managed by its Board of Directors (the "Board").
Section 2: BOARD MEMBERS AT LARGE. In addition to the four officers ex officio directors described in Article IV or these bylaws, the executive board shall also consist of 11 members at large. Any regular association member, at least 18 years of age, is eligible to serve as a board member at large.
Rationale: In this case ex officio means by virtue of their office. Officers have and will continue to be members of the board, i.e. directors.
Section 3. TERM OF OFFICE. All officers and board members shall serve for two years from the beginning of the year immediately following their election. commencing no more than 4 months following their election and until a successor officer or director has been elected and qualified.
Rationale: Commencing a term in January means that the first board meeting a new board member has the opportunity to attend is 10 months later. The Board sets the timing of elections to ensure that new Board members can attend the first board meeting sooner rather than later.
Section 4. NOMINATION PROCESS.
(a) NOMINATION OF OFFICERS. Within one year after election, the president shall appoint a nominating committee of no fewer than five members who shall nominate one member for vice-president/president-elect, one member for secretary, and one member for treasurer. The membership and nominating committees may request material from candidates to identify those who would qualify as officers, as set forth in Section 1. The membership committee shall determine which nominees meet the qualifications for officer.
Rationale: Moved to Article IV, Section 2 because Article III now deals with the Board and Article IV with Officers
(b) NOMINATION OF MEMBERS AT LARGE. The nominating committee shall also nominate at least 15 members, including at least six who are qualified to serve as officers, to run for at-large seats on the executive board. A group of 20 or more members may nominate by petition to the nominating committee board members. These nominees must meet the requirements as set forth in Section 2 of this Article III. All nominations, whether by the nominating committee or by petition, shall be forwarded to the executive director no less than 6 months prior to the end of the current board members' terms.
(c) NOMINATIONS BY PETITION. A group of 20 or more members may nominate by petition to the nominating committee members for vice-president/president-elect, secretary, treasurer, and board members at large. These nominees must meet the requirements as set forth in Section 1 of this Article, as determined by the membership committee.
Rationale: Language in (b) and (c) is now folded into the single paragraph of Section 4. Officers are dealt with in Article IV.
Section 5. ELECTION OF OFFICERS AND BOARD MEMBERS AT LARGE. The executive board will set the timing of the biennial NASW elections within the six months prior to an annual meeting, with timely notification of the members thereafter. The executive director shall prepare ballots cause to be prepared and sent to all members a proxy form reflecting all nominations made in conformance with this article Article III. Of those at-large candidates qualified to serve as officers, the four garnering the most votes shall be elected to the board. The remaining at-large positions will be granted to the seven remaining candidates with the most votes, regardless of whether they are qualified to be officers. In the event of a tie, a run-off election between the contested nominees shall be held by mail ballot as expeditiously as possible. Board members shall be elected by a plurality of the votes cast by regular members entitled to vote in the election.
Rationale: Details of electing officers now addressed separately in Article IV, Section 3.
Section 6. VACANCIES. A vacancy or vacancies in the Board shall be deemed to exist in case of (a) the death, resignation or removal of any director; or (b) the increase of the authorized number of directors. Any director may be removed with cause by vote of the directors at a duly held meeting. Such vacancy or vacancies shall be filled by vote of the members at a regular or special meeting.
Rationale: Added per NY NPC code to define vacancies and how to deal with them.
Section 7. PLACE OF MEETINGS OF THE BOARD. Meetings of the Board shall be held at any place within or outside the State of New York that has been designated from time to time by the Board.
Rationale: Added per NY NPC to address the location of Board meetings. Traditionally, these happen in conjunction with the annual NASW workshops. The location of the workshops, and thus the annual board meeting, varies throughout the U.S.
Section 8. REGULAR MEETINGS. Regular meetings of the Board may be held without notice on such dates and at such times as may be fixed from time to time by the Board.
Rationale: Added per NY NPC to address the timing of Board meetings. Traditionally, these happen in conjunction with the annual NASW workshops, now in the fall of each year.
Section 9. SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by (a) the President; or (b) any director upon the written demand of no less than one-fifth of the entire Board. Notice of the time and place of special meetings shall be given to each director by (i) personal delivery of written notice; (ii) first-class mail, postage prepaid; (iii) telephone, including a voice messaging system or other system or technology designed to record and communicate messages, either directly to the director or to a person at the director's office who would reasonably be expected to communicate that notice promptly to the director; (iv) facsimile; (v) electronic mail; or (vi) other electronic means. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of this corporation or as may have been given to this corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. Notice of a special meeting sent by first-class mail shall be deposited in the United States mails at least four days before the time set for the meeting. Notice of a special meeting given personally or by telephone, facsimile, electronic mail or other similar means of communication, shall be delivered, telephoned, or otherwise sent, as appropriate, at least 48 hours before the time set for the meeting. Notice of a special meeting shall state the time of the meeting and the place. The notice need not specify the purpose of the meeting.
Rationale: A requirement of NY NPC law.
Section 10. QUORUM. A majority of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business.
Section 11. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another at the same time. Participation by such means shall constitute presence in person at a meeting.
Rationale: When the board cannot meet in person, NY NPC law allows for a conference call to conduct business.
Section 12. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall consent in writing to the adoption of a resolution authorizing the action. Such action by written consent shall be filed with the minutes of the proceedings of the Board.
Section 13. ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting of the Board to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.
Section 14. BOARD COMMITTEES. The Board, by resolution adopted by a majority of the directors then in office, may create one or more committees, each consisting of three or more directors and no one who is not a director, to serve at the pleasure of the Board. Appointments to standing committees of the Board shall be by majority vote of the directors then in office. The Board may appoint one or more directors as alternate members of any such committee, who may replace any absent member at any meeting. Any Board committee shall have all the authority of the Board, to the extent provided in the Board resolution, except with respect to: (a) the submission to members of any action requiring members' approval under the NPC Law; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the directors for serving on the Board or on any committee; (d) the amendment or repeal of the bylaws or the adoption of new bylaws; (e) the amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. The Executive Committee shall be a standing Board committee composed of the four ex officio directors. The Executive Committee shall have the power to act in place of the Board between Board meetings on routine corporate matters. Appointments to special committees of the Board shall be made by the President, with the consent of the Board; provided, however, that the Board may directly make the appointments without action of the President, at the Board's sole discretion.
Rationale: Defines what Board committees are and what they can/cannot do. Note that the Executive Committee, i.e. the officers, can conduct routine business on behalf of the board. NASW does not compensate Board members.
Section 15. COMMITTEES OF THE CORPORATION. The Board may from time to time appoint non-Board committees of the corporation as deemed appropriate, consisting of directors and/or persons who are not directors, but such committees shall not be deemed committees of the Board and shall not exercise any powers of the Board. Notice of, and procedures for, meetings of committees of the corporation shall be as prescribed by the chairman of each such committee, and meetings of any committees of the corporation may be called by the President or the chairman of such committee.
Rationale: This defines non-Board committees. Many of our working committees fall under this, like the Grievance Committee or the Workshop Committee.
ARTICLE IV — Officers Officers' Duties
Section 1. OFFICERS. The elected officers of the Association shall consist of a president, a vice-president who shall be president-elect, a treasurer, and a secretary, who shall all be ex officio directors. A substantial majority of an officer's science-writing activities shall be journalism. Officers may not write press releases or otherwise act on behalf of an institution or company to affect media coverage while they serve in office. Officers who engage in such activities shall notify the Board immediately. They may remain on the Board, but the Board shall appoint another fully qualified member to carry out the officer duties.
Rationale: This used to be Article III, Section 1, but Article III deals with Board members and Article IV now deals with Officers, i.e. ex officio directors (Board members by virtue of their office). The old Article IV, Section 1 is now Section 5.
Section 2. NOMINATION PROCESS. Within one year after election, the president shall appoint a nominating committee of no fewer than five members who shall nominate one member for vice-president/president-elect, one member for secretary, and one member for treasurer. The membership and nominating committees may request material from candidates to identify those who would qualify as officers, as set forth in Section 1 of this Article IV. The membership committee shall determine which nominees meet the qualifications for officer. A group of 20 or more members may nominate by petition to the nominating committee members for vice-president/president-elect, secretary, and treasurer. These nominees must meet the requirements as set forth in Section 1 of this Article IV, as determined by the membership committee. All nominations, whether by the nominating committee or by petition, shall be forwarded to the executive director no less than six months prior to the end of the current Board members' term.
Rationale: Here we deal with nomination of officers much the same way we did for board members in Article III, Section 2 and in the same way we have done in the past except that elections need not be on a calendar year system (to allow new board members to attend a board meeting earlier than their 10th or 11th month in office). Qualifications do not change.
Section 3. ELECTION OF OFFICERS. The officers of this Association shall be elected by a vote of the regular members. Vacancies of such offices may be filled by the board or by a vote of the members at a regular or special meeting.
Section 4. TERM OF OFFICE. All officers shall serve for two years following their election and until a successor officer has been elected and qualified.
Section 5. DUTIES OF THE PRESIDENT. The president shall: (a) Preside over all meetings of the Association; (b) Call special meetings when they are considered advisable; (c) Call to the attention of the membership any development threatening the functions of the organization or of its members, or any method of improving the activities of the Association; (d) Appoint nominating and membership committees, and any other committees that are desirable; (e) Arrange for participation of the Association in meetings such as the annual conference of the American Association for the Advancement of Science; in other meetings and conferences as needed; (f) Represent the Association in any activities in which the Association may be involved, or provide representation.
Rationale: No need for a reference to any specific organizations here.
Section 6. DUTIES OF THE VICE-PRESIDENT. The vice-president shall: (a) Assume the functions of the president when the president is unable to perform them, or when the president chooses to delegate them. (b) Serve as president-elect, and assume the presidency when the president completes his or her term or otherwise leaves office.
Section 7. DUTIES OF THE SECRETARY. The secretary shall: (a) Record the proceedings of all meetings of the Association and provide each board member a copy of the general substance within two months after each meeting. a copy of the minutes of a meeting within one month after such meeting; (b) Write a summary of the annual meeting to be circulated to the membership.
Rationale: Minutes is a more correct term than general substance. The delivery timeline is quicker, too, to ensure that business gets recorded and communicated in a timely manner.
Section 8. DUTIES OF THE TREASURER. The treasurer shall (a) Plan an annual budget to be considered by the executive Board; (b) Transmit to the membership an annual summary of the financial status of the organization.
Rationale: The Association's budget is published annually in ScienceWriters. Old sections 1-4 are now renumbered to 5-8.
ARTICLE V — Membership Process
Section 1. NOMINATION ACCEPTANCE OF NEW MEMBERS. The president shall appoint a committee of at least five regular members to judge membership applications whenever questions arise about an applicant's qualifications. If the committee rejects an applicant, the committee shall inform the candidate of the reason for doing so. Decisions of the membership committee may be appealed to the executive board Executive Committee.
Section 2. HONORARY MEMBERS. Honorary members, nominated by the Board or by petition submitted to the Board and signed by no fewer than 20 regular members, shall be elected by a majority vote of the members at a regular meeting.
Rationale: Clarified process for nominating and electing Honorary Members
ARTICLE VI — MEMBERSHIP Meetings
Section 1. MEETINGS. The Association shall have regular meetings at least once a year at a time and place designated by a majority vote of the executive board. an annual meeting at a time and place designated by the Board. The Association may have other regular meetings at such times and places as may be designated by the Board.
Section 2. SPECIAL MEETINGS. Special meetings may be called at the direction of the Board or president. Any 30 members A group, consisting of a minimum of 10 percent of regular members, may petition the president to call a special meeting, which must then be called within two months of the completed petition. in writing, the secretary to call a special meeting on a date not less than two months nor more than three months following the date of the petition. The secretary upon receiving the petition shall give notice of such meeting, or if the secretary fails to do so within 10 business days thereafter, any member signing such demand may give such notice. If, for a period of one month after the date fixed under the bylaws for the annual meeting of members or, if no date has been so fixed, for a period of thirteen months after the last annual meeting, there is a failure to elect a sufficient number of directors to conduct the business of the corporation, the Board shall call a special meeting for the election of directors. If such special meeting is not called by the Board within two weeks after the expiration of such period or if it is so called but there is a failure to elect such directors for a period of two months after the expiration of such period, the provisions of Section 604 of the NPC Law shall apply.
Rationale: The additions cover provisions for special meetings in the case of too few Board members in place.
Section 3. NOTIFICATION NOTICE OF MEETING. The secretary shall make sure that members are notified of all meetings at least one month in advance. given written notice of all membership meetings (i) personally or by first class mail at least 10 days, but no more than 50 days, in advance; or (ii) by other class of mail at least 30 days, but no more than 60 days, in advance. If the meeting is a special meeting, the notice shall indicate that it is being issued by or at the direction of person or persons calling the meeting and state the purpose or purposes for which the meeting is called.
ARTICLE VII — Dues
Section 1. FISCAL YEAR. The fiscal year of the Association shall coincide with the calendar year. begin on July 1 and end on June 30.
Rationale: This change facilitates timely preparation of financial and audits for presentation at the fall board meeting.
Section 2. DUES. The Membership dues shall be fixed from time to time by vote of the membership Board.
Rationale: The Board, elected to represent the membership and imbued with governance by NY NPC code, has the fiduciary obligation to keep the organization financially solvent.
Section 3. ARREARS. A member whose dues remain unpaid by May 15 February 28 shall be considered in arrears. A member in arrears shall have all services suspended and may not vote until dues and any applicable fees are paid in full.
Rationale: Explains how to get out of arrears.
ARTICLE VIII — Sanctions
Section 1. SUSPENSION OR TERMINATION OF MEMBERS. Any member who remains in arrears for 12 months shall be given a month's notice. If dues are not paid at the end of the month, membership shall be terminated. In each case, the executive director shall give the delinquent member proper notice. A member may be suspended, under Section 2 of Article VIII of these bylaws, based on the good faith determination by the Board, or a committee authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the corporation's rules of conduct, or has engaged in conduct materially and seriously prejudicial to the corporation's purposes and interests. A membership shall terminate on occurrence of any of the following events: (i) resignation of the member; (ii) expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board; (iii) the member's failure to pay dues, fees, or assessments as set by the Board after they are due and payable (but such terminated member may re-apply for membership after satisfying all payments in arrears); (iv) any event that renders the member ineligible for membership, or failure to satisfy the membership qualifications; or (v) termination of membership under Section 2, Article VIII of these bylaws based on the good faith determination by the Board, or a committee or person authorized by the Board to make such a determination, that the member has failed in a material and serious degree to observe the rules of conduct of the corporation, or has engaged in conduct materially and seriously prejudicial to the corporation's purposes and interests.
Section 2. DISCIPLINE OF MEMBERS PROCEDURES FOR SUSPENSION OR TERMINATION OF MEMBERSHIP. Should the president, or any 20 members, find the conduct of a member to be materially and seriously prejudicial to the best interests of the Association, charges shall be brought at the next meeting investigated by a Board committee and brought before the Board. The membership shall have access to all pertinent information. The member shall be informed of the full nature of the charges and the names of those bringing the charges, and shall have full opportunity to be heard. Upon a vote of two-thirds of the members present, the member may be disciplined as directed by a committee of three, to be appointed by the president. Disciplinary action may include expulsion. The Board will decide if the charges warrant giving notice to the member of the proposed suspension or termination. Notice shall be given by any method reasonably calculated to provide actual notice. Notice given by mail shall be sent by first-class or registered mail to the member's last address as shown on the corporation's records. The member shall be given an opportunity to be heard, either orally or in writing, at least five days before the effective date of the proposed suspension or termination. The hearing shall be held, or the written statement considered, by the Board or by a committee authorized by the Board to determine whether the suspension or termination should occur. The Board or committee shall decide whether the member shall be suspended, expelled, or sanctioned in any way. The decision of the Board or committee shall be final.
Rationale: The procedure for bringing charges is the same, but the procedure for investigating and deciding charges is now more protective of the individual's privacy and provides more clearly for due process.
ARTICLE IX — Decision Process
Section 1. VOTES. Except where otherwise specified herein or required under applicable law, all actions of the Association shall be determined in one of two ways: (a) by a majority vote of those members present and voting at the annual meeting, provided a quorum is present; (b) by a mail ballot. No matter shall be presented to the members by mail ballot except by approval of a majority of the executive board, except as provided by Section 3 of this article. by the Board.
Rationale: NY NPC law does not provide for voting by mail. Standard NPC operating procedure has been inserted to facilitate day to day business of the Association.
Section 2. QUORUM. Fifty members shall constitute a quorum. The lower of 100 or 10 percent of the regular members shall constitute a quorum.
Rationale: Since NASW has more members, this is changed per NY NPC law.
Section 3. MAIL BALLOTING. In the absence of a quorum at the annual meeting, the members present shall set forth the matter upon which they wish to vote, and it shall be conveyed to all members by the executive director in the form of a mail ballot. The president shall decide in advance how long ballots will be accepted for a particular vote. A majority of members voting shall determine the outcome of the matter being voted on.
Rationale: NY NPC law does not provide for mail-in balloting. Thus, Section 3 is eliminated.
ARTICLE X — Legal History
Section 1. INCORPORATION. All members of the National Association of Science Writers shall be members of National Association of Science Writers, Inc., a corporation duly organized pursuant to the membership corporation laws of the State of New York. Any and all members elected prior to the date of such incorporation are hereby elected as members of the National Association of Science Writers, Inc., a membership corporation of the State of New York. The standing, participation, and authority of all members, officers, and past officers, committees, and boards, as set out in the said bylaws of the said association, shall be the same in said National Association of Science Writers, Inc., a corporation duly organized pursuant to the membership corporation laws of the State of New York.
Section 2. INCORPORATION CONFLICTS. Nothing contained in this constitution shall conflict with the provisions and sections of the Certificate of Incorporation, and any such provisions or bylaws which are in conflict with the Certificate of Incorporation are hereby declared to be null and void.
Rationale: Removes language left over from the original incorporation in 1954 that left a loop-hole that would have allowed members of any organization calling itself National Association of Science Writers (but not affiliated with us) to legally claim automatic membership in NASW, Inc.
ARTICLE XI X — Constitutional and Bylaws Amendments
Section 1. AMENDMENTS. An amendment to this constitution and bylaws may be proposed by the vote of three-fourths of the regular members present at a regular meeting, or by petition to the president of no fewer than 20 regular members. The proposed amendment shall be circulated to the membership and put to a vote by mail ballot at a meeting. 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. Only votes received within 45 days after ballots are mailed shall be counted. at least 50 percent of regular members voting at a regular or special meeting.
Rationale: All votes by regular members are treated the same, in line with the changes to the Constitution in 1999 that established one category of membership.
ARTICLE XI — Other Provisions
Section 1. INDEMNIFICATION. The corporation shall, to the maximum extent permitted by the New York Not-for-Profit Corporation Law (the "NPC Law"), indemnify each of its members, directors, and officers against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of (a) the acts or obligations of the corporation or (b) the fact any such person is or was a director or officer of the corporation. In both circumstances, the Association shall advance to such member, director, or officer expenses incurred in defending any such proceeding to the maximum extent permitted by the Law. For purposes of this Section 12.1, a "member," "director," or "officer" of the corporation includes any person who is or was a member, director, or officer of the corporation, or is or was serving at the request of the corporation as a member, director, or officer of another corporation, or other enterprise, or was a member, director, or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. The Board may in its discretion provide by resolution for such indemnification of, or advance of expenses to, other agents of the corporation, and likewise may refuse to provide for such indemnification or advance of expenses except to the extent such indemnification is mandatory under the NPC Law. Notwithstanding any of the foregoing, the indemnity obligations of the corporation under this Section 12.1 do not include any obligation to defend any member for any actions taken or not taken by member or an affiliate of member in violation of these bylaws.
Section 2. ANNUAL REPORT OF DIRECTORS. The Board shall present at the annual meeting of members a report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the following:
- The assets and liabilities, including the trust funds, of the corporation as of the end of a 12-month fiscal period terminating not more than six months prior to said meeting.
- The principal changes in assets and liabilities, including trust funds, during said fiscal period.
- The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes during said fiscal period.
- The expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.
- The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.
The annual report of directors shall be filed with the records of the corporation and either a copy or an abstract thereof entered in the minutes of the proceedings of the annual meeting of members.
Rationale: This language codifies what has been standard practice by NASW in conducting financial audits.
Section 3. FINANCIAL STATEMENTS. Upon the written request of any person who shall have been a member of record for at least six months immediately preceding his request, the corporation shall give or send to such member an annual balance sheet and profit and loss statement or a financial statement performing a similar function for the preceding fiscal year, and, if any interim balance sheet or profit and loss or similar financial statement has been distributed to its members or otherwise made available to the public, the most recent such interim financial statement. The corporation shall be allowed a reasonable time to prepare such annual balance sheet and profit and loss or similar financial statement.
Rationale: Standard clause that allows members to request financial information. Much of this is already available either through ScienceWriters, the NASW website, or charity sites that post Federal 990 forms.
