National Council of Problem Gambling
Proposed Bylaws Questions and Answers
February 8, 2008
Introduction.
Following are the questions THE Bylaws Committee received from fellow Board members along with suggestions made by the NCPG Attorney. Individuals who sent questions received timely replies from the Bylaws Committee and those replies are included with their questions below.
We received the attorney’s comments unexpectedlyvery late (February 5, 2008) as he received them late from the Office. Nonetheless,the Committee was able to finish a thorough review of them today.
As you recall, the Bylaws Committee charter was to revised the Bylaws so that the strategic plan could be implemented without attempting to unnecessarily rewrite existing language to meet style preferences. Unexpectedly, nearly all of the attorney’s suggestions pertained to language that was contained in the original Bylaws that were last approved by the Board nearly five years ago (June 2003) and had little or nothing to do with the changes the Committee has proposed to meet the Strategic Plan. The Committee felt most of these were suggestions, that, if left unchanged, would be of no consequence to the Council over the next few years. In only a very few instances the Committee simply disagreed with the Attorney and felt the comments pertained more to the attorney’s understanding of the current organizational structureand not the new membership based structure.
However, there were two instances where the attorney’s comments pertained to legal issues specifically addressing language required to operate in the District of Columbia. The Committee felt it necessary and prudent to recommend acceptance of these changes and they are included in the attached revised document.
The two changes to meet legal requirements included Sections 2.2 and 3.7 that are presented below with their marked-up text edits.
SECTION 2.2BOOKS AND RECORDS.
The books of the Corporation, except such as required by law to be kept elsewhere, shall be kept at the principal office. Upon reasonable notice, aAny member of the Board of Directors and any Member of the Corporation having voting rights (including any agent or attorney thereof in accord with District of Columbia law) shall have access to the books and records of the Corporationat any reasonable time during business hours.
SECTION 3.7MEMBERSHIP LISTS: MEMBERSHIP DATABASE.
The membership list of the Corporation shall be available for inspections in the principal office of the Corporation by any director or mMember of the Corporationhaving voting rights (including any agent or attorney thereof in accord with District of Columbia law) at any reasonable time. during the regular business hours. The Corporation shall also keep at the principal office of the Corporation a membership database containing the name and address of each mMember. The membership database shall also contain all relevant information relating to the termination of a membership (whether voluntarily or involuntarily) and the date on which such membership ceased.
Again, both these above changes are strongly recommended by the Committee for acceptance.
Following are the questions from individuals received by the Bylaws Committee with the responses that were sent in reply.
Q: I thought that by-law changes take 2/3 of all members and these by-laws seem to say 2/3 of members casting ballots. Is this a change from existing by-laws or was I in error.
A: Your initial reading is correct. The thought that was with the vision of having a large membership base, maybe not 25,000 as the strategic plan calls for, but say several thousand, it would be unrealistic to garner a 66.6% vote on anything and we did not want to hamstring the future corporation from being able to refine its direction if necessary.
Q: I noticed the Awards Committee was not named as a Standing Committee in the proposed Bylaws. My thoughts are the awards are important enough to warrant a standing committee or they will pass into nothingness. If we want to honor our past we need to write it in.
A. The awards committee was not named as a standing committee in the Strategic Plan and was therefore not included in the proposed Bylaws. It should remain as an important committee under the pleasure of the Board. The Bylaws Committee didn’t think anyone would argue with the need for an Awards Committee, but we were not able to make a compelling argument that it needed to be a standing committee either.
Q: How will the Affiliates Committee election process work for President, Vice president, etc. and what are their terms of office and reelection process.
A. The Affiliates Committee process will be unchanged by the proposed bylaws. They will indentify (elect) a Committee Chair each year as has been the common practice by the mechanisms the Committee deems appropriate.
Q: On page 11,“assist those and their families who have gambling-related problems” seems awkward. Recommend “assist those who have gambling-related problems and their families” instead.
A. Concur with recommendation, change made.
Q: On page 12, “The Executive Director shall be present as a non-voting member at all regular and special meetings of the NCPG Membership Committee (?) and Board of Directors.” Or are meetings of the entire membership meant here?
A. Concur. The word “committee” was inadvertently left in the text and has been removed.
Q: In Section 8.3 Advisory Board – I found the language here somewhat cryptic. It is not entirely clear what the purpose of the Advisory Board would be. It is also unclear how many Officers of the Advisory Board there would be and how they would be elected.
A: Section 8.3 may have been intentionally written in that style because of the difficulty to peer into the future to hazard a guess on what uses such a body might have to the Board from time to time.This sectionwas in the existingBylaws and the Bylaws Committee decided to leave it there unedited after discussion. Our thinking was that such a body might have non-members helping NCPG, where Standing and Ad Hoc committees would typically be composed of NCPG members. Advisory Board members would be appointed by the Board of Directors and serve at the Board of Director’s pleasure - no elections, no votes, no power other than expert opinion.
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