Whoazone Interview on NRHA's 2008 Bylaw Proposals with Members Bylaw Committee Chairperson, Gary Pipkin

 

IMPORTANT MESSAGE TO THE NRHA MEMBERSHIP!!!  Take a positive step in giving your newly elected 2009 Board of Directors the tools they need to govern the Association into the future!!! 

 

BYLAWS TO VOTE FOR:

Vote FOR Bylaw amendment proposals 05-01-09, 10-01-09 and 14-01-09.  These bylaw amendments set up NRHA governance to be administered by the full board of directors, establish specific standing committees, require more accountability of the Executive Committee to the full board of directors and establish more transparency and reporting of the full board to the NRHA membership.  For a detailed discussion of these bylaws see the

list below.

 

BYLAWS TO VOTE AGAINST:

We recommend you vote AGAINST bylaw amendments 06-01-09 and 07-01-09 as the topic of these two bylaws are addressed in 05-01-09 and directly conflict with our proposed amendment entitled Article VI. Committees., Section 1(a) regarding the Nominating Committee and Section 2(a) regarding the appointment of committee chairs.

 

This is a message from the independent, membership-based Members Bylaws Committee comprised of Gary Pipkin, Judy Caton, Lisa Cover and Catherine Irvin.

(Gary Pipkin is Chairperson of the Members Bylaws Committee, a working group who has developed the 2008 bylaw amendment proposals to be voted on by the NRHA membership.  If passed, these bylaws would become effective January 1, 2009, the same time the new regionally elected board of directors from around the world will assume office.)

Q:  Your group was responsible for the 2007 bylaw proposals approved by the membership that created the Regional Election of Directors wasn’t it? 

A:  Partially correct.  I was the chairperson of that bylaws working group in 2007.  The members this year, however, are a totally different group of people from 2007 as I wanted to get a diverse group of folks from different parts of the country involved.

Q:  What was the reasoning behind such a major revision in so many articles of the bylaws?

A:  We think many members will want an answer to that same question.  The basic reason is that the NRHA association bylaws were very outdated, lacked organizational structure, didn’t contain some basic elements of Non-Profit Association structure recommended by the American Bar Association’s (ABA) Model Nonprofit Corporation Act nor the Roberts Rules of Order criteria published for guidance to non-profit corporations such as ours.    Another reason is that with the newly approved regionally elected board of directors representing NAA’s and U.S. Regions, we wanted to be plain and simple about where the power to run this association is truly centered.  These recommended changes address all of those elements.

Q:  Do you think the general membership will read through such an extensive number of changes and understand what the goals are?

A:  Fortunately, we have a very astute membership who has become more involved in trying to learn just what the current executive management and the appointed board of directors have or have not accomplished during the past two years.  Our membership has asked for change.  They proved that during the last election when three new members were elected to the Executive Board and a new Vice President running as a “write-in” candidate got elected.  We think our members will take the time to read through these bylaw amendment proposals, read the “Intent of Proposal” and see that we are recommending that NRHA be managed by the full board of directors who will be held accountable to the membership for their actions. 

Q:  Address some of those Articles being recommended for major amendment.

A:  From the addition of a “Definitions” Section in the very first Article of the Bylaws to the addition of a new Article XIV denoting the use of Roberts Rules of Order as the official Parliamentary source for the Association, we believe we have recommended some change to strengthen each Article making it better for the overall management of the Association.  One of the major changes being submitted is the title of the group of officers who are responsible to the board of directors for the day to day operations.  Formerly called the Executive Board, we are recommending that name be changed to Executive Committee to conform to traditional standards and to eliminate any perception of a “superior” board and an “inferior” board within the Association.  Certain other governmental and managerial practices recommended by the ABA are sprinkled throughout including standing committees, appointments of committee chairs, and specific duties of various officials.

Q:  I’ve noticed the President of the Reining Horse Sports Foundation has been recommended to be removed from membership on the Executive Committee.  Why is that?

A:  We originally had excluded the RHSF President from the 2007 bylaw amendment proposals but “negotiated” to leave that position on the EB for another year.    We subsequently had questions from across the nation on why one member of the Executive Board should be a non-elected EB member without term limits.  The simple truth of the matter is that every officer of NRHA should be elected by the general membership during the annual elections.  Thus, we reduced the size of the Executive Committee once again by eliminating this position.  However, because we do recognize that the RHSF does exist for the benefit of the NRHA, we added the RHSF President as ex-officio a member of the Board of Directors with full voting rights on the full board. 

Q:  I see that a section deals with the Policy and Procedures Manual of the Association.  Can you elaborate on that?

A:  Over the years, a voluminous binder of over 600 pages of “policies and procedures” has been developed that addresses every imaginable topic.  This manual received criticism from the Task Force back in August 2007.  It is our intent that the new Board of Directors addresses this issue and ensures that the Corporate Record book with approved Resolutions is properly maintained and that a separate Policies and Procedures Manual for general direction of staff and board members is properly developed and made available for all to see and understand.  Administrative procedures unique to each department within the main office should also be maintained.

Q:  Board Meeting specifications were also added to you amendment proposals.

A:  Correct, to properly govern as large an international association such as ours, the board of directors needs to meet on a more even periodic schedule.  In the past, as many as six months would pass between full board meetings which meant that minutes of the prior meeting weren’t promulgated to the membership until a month after being approved at the next full meeting.  This is way too long for the board to go without a meeting and is also way too long for the membership to have to wait to find out what their board has been up to. 

Q:  I note that in Article VII, Membership, you’ve increased the voting age for the annual election. 

A:  Correct.  We feel that one should have the knowledge and maturity of an adult to cast a vote for officers, bylaws or other issues the board might present to the general membership.

Q:  Can you speak about the Annual election process?

A:  Technology is years ahead of us when it comes to the manner in which ballots are cast for general election issues.  Secure electronic balloting with links to candidate biographies and bylaw issues and pros and cons has been a standard in the nonprofit industry for many years now.  We are recommending this become standard for NRHA.  This procedure was recommended to be utilized for the Regional Directors during the 2008 January Board of Directors meeting in Oklahoma City and approved for use in the 2008 elections.  We recommend it be used for all elections and even membership surveys.

Q:  The majority needed to pass bylaw amendment proposals has been changed in your amendment proposal to two-thirds from a “majority”.  What’s the reasoning for that.

A:  All major sources we consulted in this process highly recommend that once a majority has adopted an original bylaw, that in order for that bylaw to be amended, it should take a greater number of voting members.  This is built-in protection for the minority of the membership.  Bylaws are the governing document of our Association and are not to be taken lightly.  Once established, the amendment process is the members’ way of making necessary tweaks to keep abreast of a changing world.  However, more than just a simple majority of 50.1% of the membership should be required to make those amendments.

read the Member Bylaw Committee Recommendations

see list of all bylaw proposals