March 31, 2018

Dear members,

Today, the national board of directors passed two proposed ByLaws amendments that will be on the upcoming election ballot. The board also approved several policies and procedures to lay out expectations for board governance now and in the future.

The board and staff worked together with our legal team Covington & Burling LLP, in Washington D.C. on the proposed ByLaws amendments and the Executive Code of Conduct and Board Contract.

When the association completed its reincorporation process in Washington, D.C., the entire National ByLaws were revised except for the chapters. The legal team recommended we revise the Chapter ByLaws to reflect how the chapters operate. And that’s what we are doing now.

I want to share with you why we are recommending for you to change the current Chapter ByLaws. Under the proposed changes, chapters would no longer be required to incorporate as stated in the current ByLaws. No chapter under the NAHJ non-profit Tax Exempt 501(c)(3) status has done so since the chapters were created. The amendment also creates a new article concerning affiliated organizations. Right now, NAHJ has two chapters that have their own non-profit status and do not follow our NAHJ ByLaws. We want language to clearly indicate that the national association is not legally or financially responsible for affiliated organizations. The board in consultation with the staff, legal team and chapter presidents determined all of these key points.

The board also recommends for members to vote to amend section 7.1(a) regarding the office of the President to state, “The president shall not simultaneously serve as Executive Director.” This is a provision that is customary in most non-profit organizations. It’s common practice that a president should resign if he/she serves as an interim executive director.  This allows for the board to continue its oversight, without a conflict of interest with the interim executive director. The legal team and our training consultant both recommended this provision.

Additionally, the board of directors adopted a code of conduct effective immediately, to ensure the integrity of the association. This policy covers the board of directors, chapter board members, candidates running for office and the executive director. The code includes a conflict of interest policy, a confidentially agreement and an anti-harassment policy. You can read the full code of conduct here.

NAHJ has been in existence for 34 years and has not had these policies in place. The national board collectively decided to take the steps to put changes into place that protects NAHJ’s commitment to all our members, while improving the board’s ability to act efficiently.

We did not make these decisions overnight. This has been an ongoing process since our convention in Anaheim, when we first spoke to the chapter presidents. I am proud of the work the board has done to ensure the board’s governance and to maintain the association’s tax-exempt status.


Brandon Benavides