Two Proposed Bylaw Changes Under Consideration by Board of Directors at Midyear Meeting

Bylaws are a vital part of every association’s governance, as they form the fundamental legal rules by which organizations function. Unlike articles of incorporation, which provide basic parameters for corporate existence, relating to the jurisdiction or state of incorporation what the organization intends to do according to its mission, bylaws are intended to be more detailed and encompassing to guide the Board of Directors, the association’s leadership, on internal direction and decision-making. Bylaws also are intended to be somewhat flexible—that is, subject to amending periodically to reflect the changing needs of the organization as it operates over time. As such, bylaws usually spell out the amendment process itself in the provisions of the bylaws.

The NASBP bylaws are no exception, as they establish the procedures by which they can be amended. Article XVII is the specific article containing provisions addressing bylaw amendments. It reads as follows:

AMENDMENTS TO THE BYLAWS

Section 1. AMENDMENTS TO BYLAWS: These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) affirmative vote of the Board of Directors at any regular or special meeting of the Board of Directors if a quorum is present, or, alternatively, these Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a two-thirds (2/3) affirmative vote of the entire Board of Directors conducted by postal or other delivery or by electronic means in such manner as the Board of Directors shall determine.

Section 2. PROPOSING AN AMENDMENT: A proposed amendment to these Bylaws first must be submitted in writing to the Executive Committee, which shall promptly notify the Board of Directors of the proposal and shall include a statement about the proposal in any subsequent meeting notice. The Executive Committee shall then consider the proposal and make a written recommendation concerning it to the Board of Directors at least ten (10) days prior to the date of the meeting at which the proposal is to be considered by the Board of Directors.

Section 3. PUBLICATION: The text of any approved amendment shall be made known to the Members, along with an explanation of its basis, in the Association’s newsletter or other periodic communication with the Members.

Throughout this year, the NASBP Membership Committee has been looking at various membership matters, including the idea of creating a new individual membership class to permit surety professional retirees to enjoy a direct membership in NASBP, providing these persons with continuing connection with the association and allowing the association to benefit from their considerable industry experience and knowledge. A surety professional retiree category was discussed and approved by the Membership Committee, which proposed to the Executive Committee an amendment to the NASBP Bylaws for that purpose. The Executive Committee, in turn, reviewed the proposed amendment and has notified the Board of Directors of its favorable recommendation.

The proposed amendment would establish a first-ever membership class of natural persons, as opposed to business firms, which would be non-voting. The criteria would include that the person was a former employee of a member producer agency or affiliate surety and is retired; that the person had been in the surety business 15 or more years before retirement; and that the person no longer engages in the production of surety as a producer or underwriter. Like all membership categories, persons in the “Retired Surety Professionals” category would be charged a membership fee. If the amendment is approved by the Board of Directors, the new “Retired Surety Professional” membership category would go into effect for the 2023 membership cycle.

The second proposed bylaws amendment involves a clarification to the criteria for producer agencies that are international and do not conduct business in the U.S. Current bylaws require producer agencies to affirm or demonstrate that the agency conducts business with surety companies authorized in at least one U.S. state. The proposed bylaws amendment, reviewed favorably by the Executive Committee and forwarded to the Board of Directors for consideration, would make clear that an international producer agency member applicant that does not conduct any business in the U.S. would not be required to make that affirmation.

NASBP will report the specific actions taken by the Board of Directors on the proposed bylaws amendments in an upcoming Pipeline issue.