 National Association of Counties * Washington, DC / Vol. 30, No. 14 * July 20, 1998  The NACo Bylaws require that proposed bylaws amendments appear in a membership publication prior to their consideration at the business session of the membership held during the Annual Conference. The amendments below, which have been proposed by NACo President Randy Johnson, consolidate bylaws language which refers to NACo committees and committee structure into a single article. Current bylaws language that refers to NACo committees and committee structure is contained in several articles. In addition, the proposed amendments would add language to define the functions, purposes and membership structure of the Finance Committee, the Member Programs and Services Committee and the Information Technology Committee. These three committees, while operational for some time, have existed solely at the discretion of the NACo Board of Directors and/or the NACo president. These amendments would make their status permanent, or until the NACo Bylaws were amended at a later date. In the proposed amendments which follow, language which appears in underlined type represents new language; that which appears in stricken type would be deleted. Notes which follow individual sections are for clarification purposes only, and would not become part of the NACo Bylaws. These amendments, if adopted, would take effect immediately upon their adoption. Proposed Amendments to the NACo Bylaws, to be considered by the membership at the Annual Business Meeting of the 63rd Annual Conference, July 21, 1998. Amendment 1: Article VIII is amended to read as follows: ARTICLE VIII Committees Section 1. Audit Committee A. There shall be an audit committee consisting of three members. The term of office shall be for three years with one member being elected by the board of directors each year. No member shall serve for more than one consecutive term. The NACo Board of Directors shall fill any vacant position from the board of directors through an election at the first meeting of the new board of directors. In the event of a vacancy during the year, the board of directors shall elect a person to serve the unexpired term. No present or former officer of the association shall be eligible to serve. The senior committee member in terms of committee service shall be the chairperson of the audit committee. B. The audit committee's duties shall include a quarterly review of the association's finances including, but not limited to; expenditures; ac-counts payable; accounts receivable; cash on hand; confirmation of payment of state, local and federal taxes and status of loans, notes, agreements; and contracts for NACo and all of its subsidiaries sponsored in whole or in part by this association. Upon completion the audit committee shall report to the NACo Board of Directors. The audit committee may hire staff assistance necessary to accomplish these responsibilities as approved by the board of directors. C. The audit committee shall direct an annual independent audit of the association's finances with an auditor selected by and reporting to the committee. The audit firm shall prepare a letter of recommendation, including any comments on deficiencies observed in internal controls and recommendations to improve the efficiency of operations. D. The audit committee shall also perform such other duties as are assigned members in these bylaws or may be assigned them by the board of directors. Section 2. Finance Committee A. There shall be a Finance Committee consisting of twelve persons from active member counties. The First Vice President shall serve as chair of the committee. The President of NACo shall appoint members to fill vacancies on the committee in July of each year, to serve three-year terms. Persons who serve on the Finance Committee as of July 21, 1998, shall continue to serve for the remaining terms of their original appointments. B. The Finance Committee works at the direction and request of the NACo Executive Committee. The purpose of the Finance Committee is to help the Executive Committee by preparing reports discussing financial policy alternatives and their implications for Executive Committee deliberation. The Finance Committee may, from time to time, be given the responsibility of (1) reviewing or analyzing programs, plans or courses of action and advising the Executive Committee; (2) participating in fund raising activities; and (3) reviewing and recommending reserve funding goals for the association. The Finance Committee may not direct the use of association resources. Requests for funding or staff assistance for the Finance Committee shall be made through the Executive Committee. Findings and recommendations of the Finance Committee shall be made to the Executive Committee. The functions and duties of the Finance Committee shall not interfere with the functions and responsibilities of the Audit Committee. C. The Finance Committee shall reflect the diversity of the association and of the board. Section 3. Member Programs and Services Committee A. There shall be a Member Programs and Services Committee consisting of not more than twenty-five members from active member counties. The President of NACo shall appoint the Chair of the committee. The President of NACo shall appoint members to fill vacancies on the committee in July of each year, to serve three-year terms. Persons who serve on the Member Programs and Services Committee as of July 21, 1998, shall continue to serve for the remaining terms of their original appointments. B. The Member Programs and Services Committee works at the direction and request of the NACo Executive Committee. The purpose of the Member Programs and Services Committee is to help the Executive Committee and the Board of Directors by preparing reports and recommendations about the need for and effectiveness of new or existing association member programs and services. The Executive Committee or the Board of Directors may, from time to time, request the Member Programs and Services Committee to survey members or to report about specific member programs and services. The Member Programs and Services Committee may not direct the use of association resources. Requests for funding or staff assistance for the Member Programs and Services Committee shall be made through the Executive Committee. C. The Member Programs and Services Committee shall reflect the diversity of the association and of the board. Section 4. Information Technology Committee A. There shall be an Information Technology Committee consisting of not more than twenty-five members from active member counties. The President of NACo shall appoint the members and the Chair of the committee in July of each year to serve one-year terms. B. The Information Technology Committee works at the direction and request of the NACo Executive Committee. The purpose of the Information Technology Committee is to help the Executive Committee and the Board of Directors by providing concept, quality control and policy advice regarding information technology training, education and research activities. The Information Technology Committee provides oversight of the Information Technology Premier Member Program, directs studies and special projects related to information technology, and reviews the internal information technology operations of the association. The Information Technology Committee may not direct the use of association resources. Requests for funding or staff assistance for the Information Technology Committee shall be made through the Executive Committee. C. The Information Technology Committee shall reflect the diversity of the association and of the board. Section 5. Nominating Committee A. The president of the association shall appoint a nominating committee consisting of at least five elected officials from active member counties. At least one member should be a past president and no candidate for NACo office may be a member. B. The nominating committee shall screen candidates' credentials to insure that all are eligible in accordance with the bylaws of the association. The nominating committee shall not recommend candidates. Nominations will be accepted from the floor of the convention. The board of directors may make rules and regulations for candidates for contested offices. The chair of the nominating committee will be an-nounced at the NACo Legislative conference. C. Nominations will be accepted from the floor of the convention. The board of directors may make rules and regulations for candidates for contested offices. The Chair of the nominating committee shall be appointed by the President and will be announced at the NACo Legislative Conference. (Note: With the exception of the underlined language, Section 5. Nominating Committee was moved to this ARTICLE from ARTICLE X.) Section 6. Steering Committees A. The board of directors shall establish steering committees to study issues, make recommendations on policy positions for the American County Platform and carry out the platform. A steering committee is a committee so designated by the board. B. All steering committees shall meet at least twice a year. Final consideration of all resolutions shall only take place at the Legislative or Annual conferences or as otherwise approved by the board of directors. (Note: With the exception of underlined language, Section 6. Steering Committees was moved to this Article from Article XII.) Section 7. Other Committees A. The president shall establish such other committees as he/she may from time to time deem proper for carrying on the business of the association. provided that Other committees shall also be established in accordance with any resolution adopted by the members in conference assembled. B. The NACo Board of Directors shall act as a resolution committee at the Annual conference. Except resolutions of courtesy, commendation, or condolence, no resolution recommending the policy position of said association or any questions shall be considered or discussed by the conference unless it has been submitted to the appropriate steering committee. The board of directors by a two-thirds (2/3) vote may initiate and adopt emergency resolutions if the appropriate steering committee has not been able to meet. However, issues which clearly do not fit within the jurisdictions of established steering committees may, at the discretion of the president, be brought before the board sitting as a resolution committee. Issues which have been addressed by the board in this context may then be brought before the general membership. All resolutions to be considered shall relate to the objects and purposes of the association. No resolution shall be adopted until the opportunity has been afforded for full and free debate thereon. (Note: With the exception of underlined and stricken language, Section 7. Other Committees was moved to this ARTICLE from ARTICLE XII.) Amendment 2: ARTICLE X Nominating Committee is amended by deleting it in its entirety. (Note: The language of ARTICLE X Nominating Committee was moved to the proposed ARTICLE VIII, Section 5, above.) Amendment 3: ARTICLE XI Voting is renumbered as ARTICLE X Voting. Amendment 4: ARTICLE XII Committees is amended by deleting it in its entirety. (Note: The language of ARTICLE XII Committees was moved to the proposed ARTICLE VIII, Sections 6 and 7, above.) Amendment 5: ARTICLE XIII Seal is renumbered as ARTICLE XI Seal. Amendment 6: ARTICLE XIV Amendments is renumbered as ARTICLE XII Amendments.
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