Draft Bylaws – November, 2011 Report to the Board

Yes, it is that time of year again – the fall Board meeting. Many of you will be convening in St. Paul at the National Workshop. Attached are draft bylaws being submitted by the Restructure Task Force for discussion by the Board of Directors and the membership. These bylaws are a result of input from the Board, the membership and the staff. Again this year in St. Paul, the Task Force will be holding listening sessions on Wednesday and Thursday, concentrating on the changes within this document.  Check the conference list of sessions for times and location.

The draft has been stripped down, removing all the “whereas” and “therefore” language just for ease of review. The connecting sentences will be added before it comes back to the membership for a vote. It is our intent to receive input in St. Paul from those members who are able to attend the Workshop and via this blog from those who are not. You are welcome to comment to this blog or to contact any of the Task Force members via e-mail or phone. The items with the least resolution are in red, with “Questions” and comments in bold. We believe we’ll be ready to ask for your vote early next year. This will set us up to complete the next round of work on the restructure at the 2012 Spring Board meeting.

These draft bylaws will address many of the governance issues raised by the Task Force at the spring Board meeting, held last May in Fort Collins. Refer back to the matrix posted in preparation for the spring 2011 meeting.

What the Bylaws revision does:
1. Streamlines the bylaws. As a governing document for the organization the old bylaws stifled the ability to respond to changing conditions within the profession. Modern theory on bylaws are to keep them short and sweet, providing bare bones organizational guidance while making sure the critical concerns of the membership are addressed.

2. Changes the make-up of the Board of Directors.
- All Board positions are voted on by the membership – this was the clear direction of the membership from last December’s vote and discussion.
- Bylaws changes continue to require 2/3 majority of those voting to be amended. Again, clear direction from the membership.
- 2 board members are dedicated to the units (read as regions, sections, chapters and branches) with 3 newly defined positions being dedicated to member nominated candidates.
- There are 5 at-large members, however, none of these are appointed, all are elected.
- The Executive Committee is required to have served as a Board member for a minimum of one term to insure, continuity, retaining institutional memory, and increasing the likelihood that the Executive Committee members will have a good working knowledge of the responsibilities of being on the Board as well and as the needs and desires of the membership.

3. Terms are lengthened – the Task Force wants your input on whether it should be 3 years or 4 years.

4. The language about the regions, sections, chapters and branches is replaced with the ability for the Board to organize/recognize other units. Creates an Advisory Council made up of officers of the units. (In reality, this is still the regions, sections, chapters and branches and the Advisory Council is the RLC/SLC. It simply moves that language to a policy manual. This allows the existing groups to remain as they are or evolve into other configurations. The regions, sections, chapters and branches would continue to operate as they are now until the new Advisory Council created new policies for subunits within NAI.

If you would like to review the information shared with the Board in May, review the previous blog post.

Please  share your comments and thank you for your continued interest.

Amy Lethbridge- Task Force Chair (lethbridgeathome@aol.com)

Cem Basman (cmbasman@indiana.edu)

John Luzader (lmow@juno.com)

Linda Strand (vortexarts@comcast.net)

Travis Williams (travis@outdoordiscovery.org)

 

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Report to the NAI Board of Directors – Spring 2011

NAI Re-Structure Task Force
Report to the NAI Board of Directors – Mid-Year Board Meeting (May 2011)

The Re-structure Task Force will be presenting the next step in the ongoing process you initiated at the mid-year Board meeting in 2010.  The Task Force was created to look at NAI’s Board structure and delivery of member services.  Following input from the National Workshop in Las Vegas, two additional Task Force members were added, John Luzader and Cem Basman. We added a re-structure blog to the NAI website to allow for continued member input and we have continued to seek information through conversations with the RLC and SLC.

The group met with Executive Staff in February in Fort Collins to determine a process for moving forward.  The Task Force has met several times via conference call since February and will all be in attendance at the May meeting in Fort Collins.

The process should be considered as an evaluation of the organization as a whole. Responsibility for the organization and its success lies equally with the Board of Directors, the staff and the membership.  No single unit can function independently. The process is NOT intended to say the organization is in trouble – many of the present programs are performing well and should continue in their present format.  Others may need to be overhauled, while others simply need to be tweaked.  The process is as much a confirmation of what we are doing right as looking at programs and processes that need re-structure.

In some cases the model defines a process to achieve a specific action, in other cases it recommends a strategy to allow for additional discussion to determine a future action. Many of the actions will feed directly into the strategic plan and annual work plan.

A decision was made to use four logic models to structure the discussion in the coming months.  The Task Force is pleased with the progress represented by the logic models. The four models are:

1. Board Structure – This model looks at the present structure of the Board of Directors in an effort to better represent member needs while remaining true to the organizational mission, operating under best practices and adhering to legal and financial requirements for non-profits.

2. Member Services – This model looks at the programs offered by NAI in two separate categories: Professional Development and Networking.

3. Sustainability/Transition – This model will look at discussions needed to ensure a smooth transition at the executive staff level while providing a sustainable blueprint for the future.

4. Bylaws – This will be the last model developed and will address the bylaws changes that are needed to implement the other logic models.

While the models develop separately, they are intended to inform each other as the conversation continues.

We are looking for the following input from the Board at the May meeting:

1)   Does the Board agree that the logic model format provides the information and structure needed to continue the re-structure discussion?

2)   Are there any “areas of concern” that are missing or are not represented?

3)   Does the Board agree with the process outlined in the short, mid and long-term outcome portions of the model?  Are there other “areas of concern” that need to be considered priority discussions for the organization and should be scheduled in the short term.

4)   Are there areas the board wishes to address immediately with action items?

Access to the logic models on the website will be through the May Board meeting agenda (Resources for NAI Leaders) as well as through the Re-structure blog site.

If you have comments or input prior to the Board meeting, please feel free to contact any of the Task Force members.

Thank you for your support in this process and for your ongoing commitment in the upcoming months.

Amy Lethbridge – Task Force Chair
Cem Basman
John Luzader
Linda Strand
Travis Williams

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How can NAI best support you?

What does support feel like, look like, act like?

There have been several posts recently about support of regions and sections from the national organization. Some of those posts suggest that the national office has significantly reduced its support for the regions/sections, some say that regions suffer from their size, some think it is lack of leadership. Some posts felt too much time was spent on international or certification activities and was the reason for diminished support of other programs. Other posts ask why there isn’t stronger support for the national organization, is it not the glue that holds the pieces together? The re-structure task force felt it was important to ask: “What does “support” mean to you as a member?” and we’d like to hear specifics.

First some facts/figures about how members choose to participate in NAI.

In the region and section surveys conducted in 2010, those that responded indicated that their affiliation with the national organization was more important (46%) or as important (41%) as their affiliation with regional or subject related organizational units.  Far fewer indicated that they were more interested in affiliation with the sub-units alone (9%).

Currently, every member is assigned to a region according to their address. This is not true with the sections where we see much smaller membership. Belonging to a section has cost an extra $10. The Board voted to remove that fee last November, so we should start to see a better reflection of interest with the change to the new association management software to be implemented in late spring. A couple of the Sections are discussing consolidation within the next year or so. With the new software, members will also be able to opt out of regions, or join multiple regions if they choose to. We expect to continue to see a strong interest in affiliation within regions inside the United States far into the future.

Some interesting figures:

  • As of Tuesday, February 15, 2011, NAI had 5435 Certified Interpretive Guides.. Those that are not already members when they sign up for the CIG class receive a one-year membership with their nonmember certification registration. Every year, NAI certifies about 1200-1500 CIGs. The total number of certified individuals in all categories is 6545.
  • Member dues generated $305,816.00 in revenue in 2010. Providing member services cost approximately $800,000.  Certification generated $246,892 in revenue in 2010, and expended $165,000. (That number included a reprinting of the CIG handbook that won’t occur again for several years.)
  • Overall, membership in NAI is up with a current membership of 5091on April 1.
  • NAI currently has around 250 members that live outside the United States, many participate in national or international activities, some only via the internet. The region/section with the largest membership is Region 4 with 608 members, the smallest is the Spanish Section with 18 members.
  • At the end of 2010, the Region with the least amount of funding in their account is Region 8 with $7,672.52, Region 4 has the most with $51,826.46. The highest account in the Sections is NCDA with $13,432.43, the lowest is IM with $2,067.59.
  • The fund balance in the region/section accounts was $317,783.16 at the end of 2009, $327,502.84 at the end of 2010. 2010 was the first year regions did not receive a rebate from the national workshop. Elimination of newsletter rebates occurred by board vote in 2010 and 2011 will be the first year regions will not receive the rebate. Strong regions and sections continue to demonstrate their ability to thrive and as a whole have sufficient funding within those accounts to carry on their planned activities for several years.

We’d like to direct the conversation toward offering every member a way to participate in the organization that best fit their needs. How can the national organization best support the interests of the members within the constraints of our fiscal and human resources?

Some questions for discussion:

  1. How would support for regions/sections or other organizational units look and feel? If you are a member of a region or a section and you don’t feel the national office supports you – what service is missing?
  2. How do you choose affiliate with NAI?  How would you choose to obtain your training?  How would you best like to network?
  3. What is the one thing that most prevents you from fully taking advantage of the services NAI provide?
  4. If you are an active member of a strong region or section – what makes it the place within NAI that makes you want to spend your time and effort?
  5. If you are an active member of NAI but not interested in affiliation with a region or section – what does or should the national organization offer that keeps you involved?

All of this discussion is in an effort to structure NAI in a way that makes the organization more nimble, more supportive of its members, a stronger organization.  Tell us what you think.

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Letters from Cem Basman and John Luzader

The re-structure task force is pleased to welcome Cem Basman and John Luzader.  Cem and John joined the task force for a two day meeting in February.  The primary focus of the meeting was to update Cem and John, review and confirm the direction from the Board, and start to define the process and deliverables for the next year.  The next report will be at the NAI Board meeting in May.  Cem  and John sent these letters to the membership:

Members;

A ‘reorganized’ NAI Reorganization Task Force met on February 21 and 22, 2011. I was honored by being asked to serve as a new member of this group by NAI President Jim Covel.  Joining me as the other new member is our new Vice President for Programs, John Luzader. We have joined, Amy, Travis and Linda to form the new task force to address the many challenges that are facing NAI.

While there have been many opinions publicly expressed by all of the members of the new task force in the recent NAI elections, with various perspectives on issues specific to that election. I want to assure all members of NAI that this group is very focused on responding to the voices of the membership to make NAI the member driven professional organization that will represent the global needs of the interpretation profession. It is my opinion that the Reorganization Task Force will work as a dedicated and motivated group with the best interest of NAI and its members.

We will work quickly and hard to get through a tremendous amount of work ahead of us. Because we will need to work quickly through the work ahead of us, our members must be responsible for maintaining contact with our work and to continue to let us know your thoughts and concerns. The task force will work very hard to provide information regarding our work though various electronic outlets available to NAI. I encourage you to monitor these informational outlets and continue voicing your thoughts regarding the future of NAI. I assure you that the group will listen to the voices of the members throughout the process.

Respectfully submitted,
Cem Basman, PhD, CIT, CIP, CIG

Members,

Last week Cem Basman and I were allowed to become part of the new Reorganization Task for NAI.

A day and a half was spent in addressing the past surveys, personal comments, materials gleaned from the open forums in Las Vegas, and the many, many blog responses and e mails from you that have allowed this task force a better view of what the membership would like to see in a reorganized organization.

I feel comfortable in stating that the primary issues of what needs to be done to create a stronger and healthier NAI are being addressed and that a functioning format of recommendations assessments is in place.

The task force is working hard to ensure that a professional and well thought out list of recommendations will be presented to the NAI Board in May and then to the membership in a timely manner afterwards reflecting the needs of the organization and the desires of the membership.

To all of you, we thank you for your input and your participation in this process.

John C.F. Luzader
Vice President of Programs

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Defining our Governing Documents

Happy New Year! It seems a good time to jump back into the NAI Re-structure discussion.  The task force received lots of good feedback from members at the Las Vegas workshop.  I’ve added a link to the minutes from roundtable discussion at the RLC/SLC joint meeting.

The Task Force is beginning the process of drafting new governance documents for NAI. The drafts will be posted on this site, asking members to review and comment. The Task Force will then generate revisions, ask for additional input if necessary, and eventually complete the documents. Please keep in mind, as you comment on the documents, that NAI has over 4,500 members so not all comments can or should be included in the final documents.

We felt a good first step would be to define the three guiding documents that will be completed at the end of this journey. The present versions of these documents are filled with inconsistencies and conflicting directions. We’ll show the new version with a reference to the old and give you our thoughts behind the change. (Present NAI Bylaws, RLC Policy Manual and SLC Policy Manual are available through this site or the main NAI website.)

This does not mean we are throwing away the things that work. It means things may get moved from one document to another, updated to reflect what is actually happening, adjusted to eliminate conflicting language and some items will be eliminated and others added.  Our goal, in the end, is that they will all work together, giving consistent guidance to the organization.  Obviously the final documents will be subject to review for compliance with legal/financial regulations.

Bylaws – Bylaws are required by Colorado nonprofit organization law. They establish the governance structure of the organization (including but not limited to the selection of board members and the ability to create subunits) and how the association can be dissolved.  The bylaws put in place the framework for the policies and procedures. The bylaws are changed by vote of the membership.

Policy Manual – Policies are established and/or changed by vote of the board of directors. They establish general guidance for operations, and include but are not limited to such things as personnel, travel, accountability of board and subunits, code of ethics, fundraising, gifts, audits, conflict of interest, management of funds, strategic planning, and process for elections.

Procedures Manual – Procedures are generally established and/or changed by staff, although input from the board or committees may be necessary depending on the procedure in question. They must be compatible with association management software, staff capabilities, IRS regulations, and GAAP (generally accepted accounting principles) standards. They establish specific guidance for daily operations within the national office and subunits and include but are not limited to such things as reporting requirements, document protection and destruction, strategic alliances, program evaluation, reports of violations, business and operations plans, risk management, and communication strategies.

If you are interested in serving on a review team for any or all of the above documents, please send your name and e-mail address to vortexarts@comcast.net. We will try to give no less than two weeks turn around time and you should plan on a review cycle in early April in preparation for the May meeting of the Board of Directors. (May 23 – 25, 2011)

Even if you don’t volunteer for one of the review teams, all proposals will appear on this site and comments are welcome from any member. Proposed documents will also be sent to the Region and Section Directors for their input.
Thanks for your help and Happy New Year!

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Las Vegas Feedback

A frequent comment made to the Task Force during the national workshop in Las Vegas was that there needed to be a single page on the website where members could access the historical and active information related to the restructure and bylaws proposals.  In an effort to respond to that request, we have created this new page.  You’ll find links to the information being used by the Task Force in developing its recommendations as well as the opportunity to comment and discuss the proposal as it goes forward.

New information from Las Vegas is posted on the Important Information page which includes the information from the flipcharts recorded at the Regional/Section Leadership Council meeting and from those Regions and Sections that submitted their information.  It also includes a record of the items added to flipcharts during the two day listening sessions held by the Task Force.  We’ll post the minutes from the RLC/SLC meeting as soon as they are available.

The Task Force will meet in mid-January to set forward a calendar of tasks for 2011 and will post that as soon as its complete.

Again, thank you to all who have participated in the process – keep the discussion going.

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More information to come

The Restructure Task Force will be posting information on this site. Stay tuned!

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