Proposed revisions to NEHA's constitution and bylaws.

IntroductionAt its 1992 annual meeting in Winnipeg, and following considerable review, NEHA's Board of Directors approved an extensive set of revisions to the association's constitution and bylaws. The essence of the revisions serves to streamline the association's governance, establish a more business-like arrangement for policy making, involve NEHA's affiliates in the strategic planning process and in general foster a more member-based foundation for the association's programs and services. Before these revisions can go into effect, however, they must be approved by NEHA's membership.In early April, every voting member of NEHA will receive a "mail ballot." This ballot will enable NEHA's members to vote in whatever elections pertain to the area of the country in which the member lives. In addition, the ballot will provide an opportunity for the NEHA member to cast either a "for" or "against" vote on the association's constitution and bylaw revisions.Because of space limitations, it isn't practical to present the proposed revisions on the ballot itself. However, in order that every NEHA member might have the chance to familiarize him or herself with the revisions, they are being presented here in the journal. (Note: Only those sections of the existing constitution and bylaws that are being altered are presented here.)While the revisions cover a fairly broad range of points, one of the most significant involves making NEHA's existing executive committee the association's board of directors. This body would then function in a manner that is much more consistent with how a board conventionally operates. NEHA's existing board will serve the association as a new council of delegates -- thereby enabling each affiliate to contribute materially to the affairs of NEHA, and in particular to NEHA's strategic planning function.Any questions on the revisions should be addressed to the NEHA regional vice president for your region, or to the Denver office.Constitution and Bylaws National Environmental Health Association becomes Articles of Incorporation and Bylaws National Environmental Health AssociationArticle II, DefinitionsOld Section 2 The word "Board", hereinafter used, shall mean the Board of Directors of the National Environmental Health Association, Incorporated.Revised Section 3 The word "Board", hereinafter used, shall mean and be composed of the following: officers of the Association including the Immediate Past President, and each Regional Vice President who represents each Region as established by the Board and Executive Director who shall serve as a non-voting member of the Board.New Section 4 The word "Council", hereinafter used, shall mean and include the Delegates of the Association and the members of the Board. The Executive Director shall be a non-voting member of the Council.New Section 5 The word "Delegates", hereinafter used, shall mean and be composed of a representative designated by each affiliated organization, including the Student Environmental Health Association. All Delegates shall be members in good standing in NEHA.-- Delete --Section 6 The words "Executive Committee", hereinafter used, shall mean the Executive Committee composed of the following: officers of the Association, including the Immediate Past President, and each Regional Vice President who represents each Region as established by the board, and the Executive Director who shall serve as a non-voting member of this Committee.New Section 9 The words "Regional Vice President", hereinafter used, shall mean persons elected by NEHA members in the Region they represent.Article IV, MembershipOld Section 1 There shall be five (5) classes of membership with voting privileges, designated Fellows, Active, Sustaining, Educational/Institutional, and Life; and four (4) classes of non-voting members designated as Student, Emeritus, Honorary and Subscribing. Sustaining and Educational members shall designate one (1) individual who will enjoy voting privileges on their behalf.Revised Section 1 There shall be four (4) classes of membership with voting privileges, designated Active, Sustaining, Institutional and Life; and four (4) classes of non-voting membership designated as Student, Emeritus, Honorary, and Subscribing. Sustaining and Institutional members shall designate one (1) individual who shall enjoy voting privileges on their behalf.Article VI, OfficersOld Section 3 Officers shall serve for one (1) year, except Regional Vice Presidents who shall serve for three (3) years or until their successors have been duly elected and inducted.Revised Section 3 Officers shall serve in the same position for one (1) year unless advanced under Article X Section 8 and except Regional Vice Presidents who shall serve for three (3) years or until their successors have been duly elected and inducted.New Section 5 Officers shall be persons who have been active members of the Association for at least three (3) years prior to taking office and shall remain active members during their terms in office.New Section 6 Officers shall represent the best interest of the Association as a whole.New Delegates Section 7 The Delegates of this Association are as defined in Article II, Section 5.Section 8 All Delegates shall be voting members of the Association Council, except that the Student Affiliate designee shall not vote.Section 9 Delegates shall serve two-year (2) terms for their Affiliate, but shall be removed and replaced if they discontinue their NEHA membership or if they no longer represent or are members of the appointing Affiliate.Section 10 Delegates may not also serve as officers of the Association during their terms as delegates.Article VII, BoardNew Section 1 There shall be a Board as defined in Article II, Section 3.Old Section 10 The Executive Committee, in addition to its other powers and duties, as implied by its title, shall have the authority to:A. Employ an Executive Director and other needed employees, establish an Association office or offices, prescribe the duties of the Executive Director and authorize a general budget for the operation of the Association office.B. Develop and maintain a Policy and Procedures Manual for guidance in conducting the affairs of the Association within the framework of the Constitution and Bylaws.C. Prepare an annual budget for consideration by the Board at the Annual Board Meeting.D. Investigate, or cause to be investigated, any violation of the Code of Ethics of this association and to assure the integrity and moral standards of the Association.E. Determine the conditions and carry through the arrangements whereby another organization, or the members thereof, may become a part of the Association.F. Develop and present position papers on behalf of the Association.G. Generally oversee and, when necessary, act upon the important affairs of the Association.Revised Section 3 The Board shall have the following powers and duties in addition to those prescribed elsewhere in the Articles of Incorporation and Bylaws:A. To plan methods for the procurement of funds;B. Propose the annual budget for the Council's approval;C. To implement the goals and objectives adopted by the Council;D. Possess and exercise powers in the management and direction of the business and professional activities of the Association in all cases in which specific policies of the Association have not been established;E. Employ an Executive Director and other needed employees, establish an Association office or offices, prescribe the duties of the Executive Director and authorize a general budget for the operation of the Association office;F. Develop and maintain a Policy and Procedures Manual for guidance in conducting the affairs of the Association within the framework of the Articles of Incorporation and Bylaws;G. Investigate, or cause to be investigated, any violations of the Code of Ethics of this Association and to assure the integrity and moral standards of the Association;H. Determine the conditions and carry through the arrangements whereby another organization, or the members thereof, may become a part of the Association;I. Develop and present position papers on behalf of the Association;J. Generally oversee and, when necessary, act upon the important affairs of the Association;K. Draft the goals and objectives and the strategic plan, of the Association;L. Establish the organizational structure and code of conduct for the Association.New Section 4 The Board may appoint an Ad Hoc Committee to perform special projects as directed by the Board, to advise the President in the day to day management decisions or to make decisions for which the Committee has been empowered by the Board. Such Committee shall consist of Board members as the Board may appoint. The Executive Director shall serve as an ex-officio member of the Ad Hoc Committee.Old Section 1 The affairs of the Association shall be governed by a Board of Directors in accordance with Article VI, Section 2, consisting of all Association Officers and the Presidents of all affiliated associations, including the Student National Environmental Health Association or designee authorized by written proxy from the affiliate president who will be granted the right to one vote on the Board of Directors. No vote shall be permitted the Student Affiliate President or designee in the election of officers.Revised Section 2 It shall be the duty of the Board to oversee the Administrative work of the Association; to act as trustee of the Association's property; to coordinate and review recommendations of the Association's Council, Sections and Committees; to adopt policies for the Association and carry out the policies adopted to achieve the goals and objectives of the Association.Old Section 2 The Board of Directors shall be responsible for:A. Setting policies used to meet the goals and objectives of the Association;B. Legally upholding the Constitution and Bylaws;C. Approving the annual operating budget;D. Establishing the organizational structure and Code of Conduct of the Association; andE. Establishing the annual dues.Revised Section 2 The functions of the Council shall be:A. Review and update the strategic plan for adoption by the Board;B. Review and update goals and objectives for adoption by the Board;C. Approve the Association budget;D. Uphold the Articles of Incorporation and Bylaws;E. Execute primary election to determine slate of nominations for Second Vice President for spring Mail Ballot;F. Provide guidance/input to the Board on Articles of Incorporation and Bylaws revisions;G. Present proposed resolutions to be included in the spring Mail Ballot;H. Provide feedback and recommendations to the Board.New Section 3 The Chair of each Technical Section and the Chair of the Past President's Council will serve as non-voting ex-officio members of the Council.Section 4 The President of the Association shall be the Chair of the Council.Section 5 A quorum of the Council shall be a simple majority of the number of members with voting privileges. No Council business may be carried out without a quorum voting.Section 6 The Council shall hold a minimum of one (1) meeting each year which shall be designated as the Annual Council Business Meeting and be held in conjunction with the Annual Educational Conference.Section 7 Council member proxies are permissible only for Delegates. The proxy must be a voting member of NEHA and the Affiliate. The President or the Regional Vice President may serve as the proxy. The President or the Association's Executive Director must be informed of the proxy in writing by the Affiliate representative prior to any meeting of the Council.Article VIII, Meetings, shall become Article IX, MeetingsOld Section 2 There shall be an Annual Board of Directors Business Meeting held during the Annual Educational Conference. It shall include the:A. President's ReportB. Executive Director's ReportC. Treasurer's or Finance Committee Chair's Annual ReportD. Section Chair ReportsE. National Student Affiliate President's ReportF. Certification of all Election and Balloting ResultsG. Approval of Nominations and the Primary Election to Establish the Ballot as Set Forth in Article IXH. Adoption of an Annual BudgetRevised Section 5 There shall be an Annual Council Business Meeting held during the Annual Educational Conference. It shall include the following:A. President's ReportB. Executive Director's ReportC. Treasurer's or Finance Committee Chair's Annual ReportD. Section Chair ReportsE. National Student Affiliate President's ReportF. Certification of all Election and Balloting ResultsG. Approval of Nominations and the Primary Election to Establish the Ballot as Set Forth in Article XH. Other business as defined in Article VIII, Section 2.Article IX, Elections shall become Article X, ElectionsOld Section 8 In the event of a vacancy in the office of President, President-Elect, or First Vice President, the vacancy shall be filled by the officer immediately below the office vacated and all subordinate officers shall advance one step.A. In the case of a vacancy in a Regional Vice President, the Executive Committee shall make an appointment to be effective through the remainder of the unexpired term.Revised Section 8 A. If a vacancy occurs in the office of President during the year, the President-Elect shall also become acting President and shall perform the duties of both positions for the rest of the unexpired term. At the expiration of that term, all officers shall advance through election as though there had been no vacancy. The office of Immediate Past President shall continue to be filled by the previous Immediate Past President.B. If a vacancy occurs in the office of the President-Elect or First Vice President during the year, the officer filling the next lower office(s) shall advance one step, leaving the office of Second Vice President vacant.C. If a Regional Vice-President moves from his/her region or is otherwise unable to fulfill a term the Board shall appoint a replacement to serve until the next election. Affiliate members from the region in which the vacancy exists will be requested to submit candidates for the vacancy for consideration of the Board.Old Section 9 Should the Office of Second Vice President become vacant between Annual Educational Conferences, it shall remain unfilled until the next Annual Meeting of the Board of Directors.A. If the vacancy occurs more than sixty (60) days prior to the Mail Balloting, the Nominations Committee shall provide the names of not less than two (2) nor more than five (5) qualified candidates to the Board of Directors for Primary Election via mail ballot. The two (2) candidates receiving the greatest number of votes shall be submitted to all eligible voting members of the election to the office of Second Vice Presidency Secret Mail Ballot.B. Should the Office of Second Vice President become vacant within sixty (60) days of the mail balloting, the two (2) candidates for the office of Second Vice President shall be advanced to stand for election to the office of First Vice President and the Nominating Committee shall provide the names of not less than two (2) nor more than five (5) qualified candidates for election to the office of Second Vice President by the Board of Directors at the Annual Meeting of the Board of Directors, in addition to their responsibility for providing the names of not less than two (2) nor more than five (5) qualified candidates for the Primary Election for the office of Second Vice President.C. Should any of the candidates for the office of Second Vice President, elected by the Board of Directors at the Annual Business Meeting primary election not be able to stand for election to the office, the Nominations Committee shall certify and place in nomination the name of the candidate who received the next highest number of votes in the primary election who is available. The standing of the candidates in the final primary election vote tabulation shall determine the order of invitations. If there is not a person to place on the ballot, the Executive Committee shall determine how the election shall proceed.Revised Section 9 A. If a vacancy occurs in the office of Second Vice President with six (6) or more months left to serve, the candidate(s) for Second Vice President certified by the Council for the next regular Mail Ballot will be immediately sent for special Mail Ballot to the general membership. The successful candidate shall immediately fill the unexpired term of the office of Second Vice President.B. If the vacancy occurs with less than six (6) months left in the term, the vacancy shall remain until the next election and the President shall assign the duties of that office to (an)other nationally elected officer(s) for the remainder of the unexpired term.Old Article X, Committees-- Delete --Section 2 There shall be the following Standing Committees:A. Executive Committee -- which shall consist of the President, President-Elect, First Vice President, Second Vice President, Immediate Past President, Regional Vice Presidents and the Executive Director as a non-voting member, ex-officio. The President shall chair the Executive Committee.