18th Annual MeetingJuly 22, 2014 Alexandria, VA

Committee Report: Governance Committee

Jerry Miller, Chair

Mission

The Governance Committee is tasked primarily with management and revision to rules, Bylaws and Articles of Incorporation and with oversight of elections.

Rearview Reflections

Summary of accomplishments from the past 12 months and issues faced

  • Completed a fourth revision of the Bylaws to incorporate changes that clarified Officer duties (particularly President and Treasurer) to institute more complete financial checks and balances
  • Held Referendum for purposes of conversion of Officers to Directors (which gives them voting power as members of the Board of Directors) and staggering votes to avoid the phenomenon of an election of all directors and officers every six years
  • *Drafted and received approval from the BOD for Third Restatement of Articles of Incorporation consistent with the Referendum that enables expansion of the BOD to include the Officers and restructure elections to an annual Director election
  • *Recorded Third Restatement of the Articles of Incorporation with the state of Virginia
  • *Drafted and received approval from the BOD for Sixth Revision of the Bylaws to make technical corrections and to further implement changes consistent with the Referendum
  • *Drafted and BOD passed a Resolution to further implement the changes consistent with the Referendum to hold elections at the 2014 Annual Meeting

*Completion anticipated prior to Annual Meeting.

On the Horizon

Programs and activities that are planned or in the idea stage

  • Planned: Further revision of the Bylaws and possibly Articles of Incorporation may be needed to fully implement changes contemplated by other committees
  • Planned: Completion of all actions necessary to fully implement transitions as called out in the Referendum
  • Idea: What actions should this committee be taking to improve our governance going forward

Membership Engagement at the Annual Meeting:

Join us as we ponder the following question:

"How Can We Recruit the Best People from Our Membership to Serve on NAPP's Board of Directors"