In the twenty-three years from 1988 to 2011, the KCBA Bylaws were amended eight times. Some amendments were made for reasons of great importance and some for reasons long since forgotten, but the resulting document over time became patched together. One article saw a change without always noting that the change impacted another article. The current bylaws have become not well organized and contain unintended errors that now result in some provisions being honored in the breach. Prior efforts over the last five years to “clean up” the bylaws have been attempted utilizing ad hoc board members, including a thorough review in 2011 by then board member Pamela Grinter, but we were unsuccessful in completing those efforts when more pressing concerns/projects ultimately received the board’s attention.
In the fall of 2014, then KCBA President Steven Rovig, then Secretary-Trustee Alan Funk, and I made another attempt at tackling this important governance housekeeping task. This time, rather than relying only on KCBA board volunteers, we sought pro bono outside assistance with the project. We felt this approach would more likely result in finally bringing an updated document to the board for its review. Our pro bono counsel was David Lawson, an associate at Davis Wright Tremaine whose eight years of practice have focused on nonprofit organizations and corporate governance. We tasked him with taking our existing bylaws and giving them a fresh look with a goal of better document organization, compliance with the Washington State Nonprofit Corporations Act, and inclusion of best practices for nonprofit governance.
Once the board had our expert’s draft at its May 2015 meeting, it began a comprehensive discussion of the recommendations. Their work continued at their June, August, October, November, and December meetings last year, much of that reported in the pages of the Bar Bulletin during that time. At that December 2015 board meeting, the trustees finished their work and by voice vote approved the restated bylaws draft, directing that it be presented to the membership for ratification. The full document is online at www.kcba.org/bylaws2016.
Among the more than fifteen separate issues debated and voted on were whether a committee or the full board should review the draft (full board); the procedure for calling special membership meetings (left unchanged from current bylaws); the expansion of the Leadership and Nominations Committee to nine members (previously at least five); the authority of the president to appoint committee chairs (left unchanged); the duties of the Executive Committee (deferred by stating it would be “such duties as assigned by the board”); whether the board “delegates” or “grants” authority to committees (winning verb: “grants”); that the executive director serves at the pleasure of the board “with due consideration” to his employment contract; the calendar for appointing the Leadership Development & Nominations Committee and when they must report their recommendations to the board (to start by August 1 each governance year and report by March 1); and several other discussions for which I’ve run out of space to detail!
Beyond these items, I do want to call two specific changes to your attention that I think are worthy of your notice. I’d categorize them as slightly more substantive than a mere restatement.
1. Identification of Future Board Members. KCBA’s bylaws have traditionally provided for the board to appoint annually a Nominations Committee that would propose a slate of candidates. Like at many other nonprofit membership associations, the Nominations Committee was delegated full autonomy, insulated from the current board, to propose its slate of candidates directly to the membership. On the advice of our counsel, the board voted to change this so that the Leadership Development & Nominations Committee reports its slate first to the current board, which now will have the right to reject any suggested names and direct the committee to propose alternatives. Retained in the restated draft is the right of any member to run by petition, without being slated.
2. Communications by Bar Entities. KCBA’s bylaws have traditionally prohibited any Association committee from taking positions that are not permitted by the Board of Trustees. However the Association’s practice sections and divisions are allowed to state a position contrary to the Board of Trustees, as long as they prominently include a notice in any statement saying “this is contrary to the Association’s Board of Trustees” (or words to that effect). Again on advice of our counsel, the board voted to change this so sections and divisions operate under the same rules as bar committees — with an exception should the board not act on a request in a timely manner. It has been very rare that a section or division has ever taken a position contrary to the board’s, so the practical impact of this change should be negligible.
After careful and deliberate consideration, the Board of Trustees recommends the membership ratify the restated bylaws. Interested members may vote on this matter at a special membership meeting at the KCBA office on Thursday, May 5, at 5:30pm. See the display ad below for more details.
Andrew Prazuch is KCBA’s executive director. He can be reached by email (email@example.com) or phone (206-267-7061).
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