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The by-laws of a corporation such as NASMA, are its rules and regulations.
By-laws are in effect a contract among members and must be formally adopted
and/or amended. They usually specify the number and respective duties of
directors and officers and govern how the business is run. The exact
requirements governing our by-laws are determined by Texas State law. The
charter that created NASMA grants the power to make by-laws in the members
through the Board of Directors which are elected by the members.
By-laws are the heart and soul of a corporation and are designed to be long
lasting like our United States Constitution. And just like the Constitution,
By-laws cannot be easily changed or removed. NASMA By-laws can be changed,
deleted or added to only by the Board of Directors. There is a process that is
designed to make sure any changes are carefully studied and made public before
they can even be voted on by the Board.
Any proposed changes to the NASMA By-laws have to be made in writing and sent
to the President-Elect at least 60 days before any vote can be made by the
Board. The President-Elect position is a common position in non-profit
corporations like NASMA. The President-Elect becomes the President at the end of
the current President’s term and then a new President-Elect is chosen. This
gives the President-Elect one year to prepare for the office of President. The
reason the President-Elect is given the responsibility to handle all By-law
changes is that this person will most likely be the President when the new or
changed By-Laws take affect. The thinking here is that the President-Elect will
take extra time to study the effects of the proposed changes and make sure they
are not in conflict with our charter or the laws of the State of Texas, where we
are incorporated.
The President-Elect would normally have a committee set up to review any By-law
changes and this committee would make the recommendations for any proposed
changes. Each member of your elected Board of Directors would receive a copy of
any proposed By-law changes and would have 60 days to ask the members in their
Zones for input and advice. The Board members are your elected representative,
so your input is really the final say. As a matter of fact, the NASMA By-laws
give the membership the opportunity to vote directly to reverse any action of
the Board, so the members really do have the final say in all of NASMA business.
Members have the right to call a General Membership Meeting at any time using
the process spelled out in the NASMA By-laws in Article III, Sections 3 and 4.
Currently, the office of President-Elect is vacant. So the Executive Committee
has set up a temporary committee to study our By-laws and make sure they are up
to date with all changes that have been voted on by the Board in the past. This
review will also clean up some minor typesetting errors and out of date
references. Also, the current printed By-laws appear to have some changes that
were not voted on by the Board but somehow got included in the printed version.
A complete review has been done of every minutes ever reported for Board of
Director’s Meetings and General Membership Meetings. These minutes are all
available on the web site under the tab "Rules and Minutes". Each By-law change or
addition that went through the process as specified in the By-laws will be
verified for accuracy based on the minutes of meetings. If there is no official
record for a By-law change, the committee may recommend to the Board that the
language be removed or reconsidered using the proper process.
It is hoped that this will result in the best By-laws available and deserved by
the Membership. You can help. If you see any errors or omissions in our
currently printed By-laws, let us know. If you have ideas for our By-laws, let
us know.
Email your comments to
bylawchairman@nasma.net. This is your association and it would be great to
have your input.
NASMA By-laws start on page 11 of the NASMA Official Handbook Rules and
Regulations 2005-2006 and end on page 18. By-laws are not the same as the
General Rules or any Show Rules.
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