Proposed amendments to the governing documents(2014) copy by National Black

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

PROPOSED AMENDMENT TO THE NATIONAL CONSTITUTION

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: Nicole Morgan Chapter Affiliation: Louisiana State University Region: Southern Region Please check one: National Constitution Amendment: X

National Bylaws Amendment____

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): N/A Proposed Amendment or Resolution: Article XVIII- Dissolution of the Organization The National Black Law Students Associations, Incorporated (NBLSA) , shall be dissolved as a non-profit organization upon receiving a majority vote from the National Executive Board, followed by a two-thirds (2/3) majority vote of the General Assembly. Rationale: The addition is to be in compliance with current IRS policy regarding 501(c)(3) Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

PROPOSED AMENDMENTS TO THE NATIONAL BYLAWS

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE AMENDMENT SUBMISSION FORM Name: Nicole Morgan Chapter Affiliation: Louisiana State University Region: Southern Region Please check one: National Constitution Amendment: __

National Bylaws Amendment: X

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE V - FINANCIAL AFFAIRS, Section 1 Financing NBLSA will be financed primarily by dues, fund-raising activities, donations, and grants. No funds may be expended or otherwise disbursed by NBLSA other than in accordance with the procedure for the authorization of expenditures in these Bylaws.

Proposed Amendment or Resolution: ARTICLE V - FINANCIAL AFFAIRS, Section 1 Financing NBLSA will be financed primarily by dues, fund-raising activities, donations, and grants. No funds may be expended or otherwise disbursed by NBLSA to its members, trustees, officers or other private persons, except as authorized to pay reasonable compensation for services in accordance with the procedure outlined in these Bylaws. Rationale: The addition is to be in compliance with current IRS policy regarding 501(c) (3) Financial Impact (Please describe): N/A

National Bylaws Amendment: X

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): N/A Proposed Amendment or Resolution: ARTICLE V - FINANCIAL AFFAIRS

Section 5 Not-For-Profit Status The National Black Law Students Association, Incorporated is organized and operates as a not-forprofit corporation. Rationale: The addition is to be in compliance with current IRS policy regarding 501(c) (3) Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE AMENDMENT SUBMISSION FORM

Name: National Constitution & Bylaws Committee National Constitution Amendment__ National Bylaws Amendment__x__ Resolution___ Current National Constitution/Bylaws language, article, or Section (if Applicable): N/A Proposed Amendment or Resolution: ARTI CLE X: DISSOLUTION PROCEDURE Section 1 Upon an affirmative vote to dissolve the NBLSA as a not-for-profit organization by the National Executive Board, the board shall present the rationale for their recommendation for dissolution as well as a plan for dissolution of corporation to the General Assembly at National Convention. A. The dissolution plan must include the following: 1. A description with reasonable certainty of the assets of the corporation including their fair value, and the total amount of debts and other liabilities incurred or estimated by the corporation, including the total amount of any accounting and legal fees incurred or estimated, in connection with the dissolution procedure. 2. A list of suggested charitable organization(s) to receive a donation of the assets of NBLSA at the time of dissolutions. 3. Any and all relevant information regarding the legal, procedural, financial effects of dissolving NBLSA Section 2 1. Upon the affirmative vote to dissolve and to approve the dissolution plan by the General Assembly, the National Executive Board will apply for dissolution in accordance with New York State law and the approved plan. Rationale: This language is being added to be in compliance with current IRS 501(c) (3) regulation which requires dissolution language in our organizations governing documents. Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____ National Bylaws Amendment __X__

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE IV – MEETINGS, Section 4 Regional Convention General Assembly Each Region must convene a Regional Convention at least once each year prior to the National Convention. The Regional Convention will be conducted in accordance with the NBLSA Constitution, these Bylaws, Uniform Governing Articles of Regions, Regional Bylaws, and any resolution approved by the National Executive Board or the General Assembly. Proposed Amendment or Resolution: ARTICLE IV – MEETINGS, Section 4 Each Region must convene a Regional Convention or a Regional Day at least once each year prior to the first plenary session of National Convention. The Regional Convention or Regional Day will be conducted in accordance with the NBLSA Constitution, these Bylaws, Uniform Governing Articles of Regions, Regional Bylaws, and any resolution approved by the National Executive Board or the General Assembly. A. The Regional Executive Board shall decide before the commencement of the Joint Board Retreat whether their region shall hold a Regional Convention or, in the alternative, Regional Day at National Convention. 1. The Regional Chair must inform the National Executive Board of his/her Regional Executive Board decision to have a Regional Convention or Regional Day in the upcoming National Convention at the July National Executive Board Meeting. The Regional Chair must provide the rationale for the regional board’s decision. 2. All requests for Regional Day are subject to the ultimate approval of the National Executive Board. B, Upon the approval of the National Executive Board, the Region granted a Regional Day at the upcoming National Convention, must inform the local chapters within their region no later than Sept. 1st.

Rationale:

Currently, the Regional Convention is by far the greatest expense that any one region must undertake. During the 2012-2013 NBLSA term, regional conventions cost the region between $25,000 and $60,000 to host (WRBLSA - $18k). While in the past, some of this cost has been offset 7

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE by corporate sponsorships and convention registration, in a time when corporate sponsorships (and school subsidies) are down, continuing to host a convention which costs thousands of dollars is not fiscally responsible. Instead of hosting a regional convention, due to a greater opportunity to organize and plan more, regions would have the opportunity to host more targeted programming throughout regions and sub regions.

While a new convention structure would be (novel) to NBLSA, (this) new format would give regions who want to host a regional convention the ability to, but for regions who don’t want to, or simply cannot afford to—they aren’t forced to host a convention. For example, (the 2014 WRBLSA Convention cost apx $18k. 57 people registered for the event. Of those 57 attendees, only 3 attendees were non-competitors and non-board members. This means that the average cost of convention was apx $6k.) As of today, the Rocky Mountain region has 4 registered convention attendees. Mandating a convention every year is no longer feasible in every region, and because the regional convention is a mandate that is in the National Constitution & Bylaws, for there to be a change, every region must pass the same amendment. Financial Impact (Please describe):

Saving money. If passed, this amendment would save the region money both in the short and long term. In the Northeast, if we didn’t have a regional convention every year, that could save the region up to $60,000 a year. This is money that could go towards scholarships, bar prep assistance, and community service initiatives. Because the bulk of programming would not be concentrated to the regional convention every year, there would be more opportunities for directed programming which has a lower cost per person than the regional convention. (In the Western Region, eliminating the mandate for annual regional convention could save the region at least $15k/year. Eliminating this expense will create an opportunity for the Regional Executive Board to allocate available funds to programming that directly benefits chapters and individual members.) If passed, this amendment would also save individual members money. The reason for this is that students who are not supported by their school to go to will not have to incur the cost of attending a convention in a year when there isn’t one. Additionally, for students whose schools normally sponsor their travel, they would be able to propose to the school to use that money for scholarships, or travel to the national convention, or local chapter programming. The passage of this amendment does not mandate there not be a regional convention, nor would it mean that there cannot be a regional programming for the entire region, it simply means a region will not be locked into an expensive convention every year when it may not be the best thing for the region fiscally.

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____ National Bylaws Amendment __X__

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 1. A Potential competitor of the Thurgood Marshall Mock Trial Competition (“TMMTC”) or of the Frederick Douglass Moot Court Competition (“FDMCC”) must have been an “active member” of his or her affiliated Chapter for at least one calendar year before the qualification deadline for the respective competitions. Proposed Amendment or Resolution:

ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 1. A Potential competitor of the Thurgood Marshall Mock Trial Competition (“TMMTC”), the Frederick Douglass Moot Court Competition (“FDMCC”), or Nelson Mandela International Negotiations Competition must have been an “active member” of his or her affiliated Chapter for at least one calendar year before the qualification deadline for the respective competitions. Rationale: The Title Change and Addition of NMINC: to create uniformity among the competitions. Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____ National Bylaws Amendment __X__

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS

1. A Potential competitor of the Thurgood Marshall Mock Trial Competition (“TMMTC”) or of the Frederick Douglass Moot Court Competition (“FDMCC”) must have been an “active member” of his or her affiliated Chapter for at least one calendar year before the qualification deadline for the respective competitions. 2. An “active member” shall be generally determined by the affiliated Chapter;; however, the designation of “active member” shall require more participation in the affiliated Chapter than the payment of membership dues and attending general meetings and social events hosted by the affiliated Chapter. 3. The potential competitor and his or her respective chapter president and team coach shall pledge, in a form designed by the National Directors of each respective competition, that the potential competitor is an “active member” of the respective affiliated Chapter. 4. The National Directors of each respective competition may, for just cause, waive this requirement for “active” membership for competition competitors. However, this rule should be narrowly tailored to uphold the spirit of this rule. Students transferring from one law school to another and Chapters that have joined the Association less than one calendar year shall be exempt from these rules. Proposed Amendment or Resolution: ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS

The National Directors and their regional counterparts shall administer the competitions in accordance with the published rules and procedures.

Rationale: To provide competitors with a cause of action against a competition director who fail to administer their competitions according to their rules and procedures. Financial Impact N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____ National Bylaws Amendment __X__

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 3. The potential competitor and his or her respective chapter president and team coach shall pledge, in a form designed by the National Directors of each respective competition, that the potential competitor is an “active member” of the respective affiliated Chapter. Proposed Amendment or Resolution:

ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 3.

The potential competitor and his or her respective chapter president and team coach shall pledge, certify with demonstrative proof in a form designed by the National Directors of each respective competition that the potential competitor is an “active member” of the respective affiliated Chapter.

Rationale: To ensure that each potential competitor is actually an active member as defined in this section. Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____ National Bylaws Amendment __X__

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable):

ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 4. The National Directors of each respective competition may, for just cause, waive this requirement for “active” membership for competition competitors. However, this rule should be narrowly tailored to uphold the spirit of this rule. Students transferring from one law school to another and Chapters that have joined the Association less than one calendar year shall be exempt from these rules. Proposed Amendment or Resolution:

ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 4. The National Directors of each respective competition may, for just cause, waive this requirement for “active” membership for competition competitor, subject to the approval of the National Executive Board. However, this rule should be narrowly tailored to uphold the spirit of this rule. Students transferring from one law school to another and Chapters that have joined the Association less than one calendar year shall be exempt from these rules. Rationale: To ensure that the waivers are being granted in the spirit of the rule. Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____ National Bylaws Amendment __X__

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 2. An “active member” shall be generally determined by the affiliated Chapter;; however, the designation of “active member” shall require more participation in the affiliated Chapter than the payment of membership dues and attending general meetings and social events hosted by the affiliated Chapter. Proposed Amendment or Resolution:

ARTICLE VIII – RESTRICTIONS ON MOOT COURT & MOCK TRIAL COMPETITIONS 2. An “active member” shall be generally determined by the affiliated Chapter; however, the designation of “active member” shall require more participation in the affiliated Chapter than the payment of membership dues and attending general meetings and social events hosted by the affiliated Chapter. The active member must attend at least 2 chapter programming events such as a lecture and/or community service event, etc. Rationale: To define what chapter involvement is necessary for a potential competitor to be eligible to participate. Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment: ___

National Bylaws Amendment x

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable):

ARTICLE 1, SECTION 2 J. The Regional Chair will: 1. Exercise general executive authority over the business and activities of his/her respective Region with the appropriate deference to the National Executive Board and the National Chair; 2. Disseminate National and Regional information throughout his/her Region; 3. Ensure the implementation of nationally mandated projects, in accordance with Article XIV of the Constitution, on a Regional level, including conducting a community service project at their respective Regional Conventions; 4. Ensure the receipt of funds from the National Executive Board and/or other sources in order to finance Regional programs and operations; 5. Organize Regional Conventions pursuant to Article III, Section 3 of these Bylaws; 6. Perform such other functions and exercise such further duties as the National Chair, the National Executive Board, or the General Assembly may assign; 7. Compile a brief synopsis of his/her yearly activities for the NBLSA National Annual Report; and 8. Produce an official transition report at the close of the term of office Proposed Amendment or Resolution:

1. Exercise general executive authority over the business and activities of his/her respective Region with the appropriate deference to the National Executive Board and the National Chair; 2. Disseminate National and Regional information throughout his/her Region; 3. Ensure the implementation of nationally mandated projects, in accordance with Article XIV of the Constitution, on a Regional level, including conducting a community service project at their respective Regional Conventions; 4. Ensure the receipt of funds from the National Executive Board and/or other sources in order to finance Regional programs and operations; 4. Report the local chaptersâ&#x20AC;&#x2122; progress in implementing the nationally mandated Programs and any other issues affecting these chapters at every National Executive Board meeting; 5. Ensure the receipt of funds from the National Executive Board and/or other sources in order to finance Regional programs and operations 6. Organize Regional Conventions pursuant to Article III, Section 3 of these Bylaws; 14

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE 7. Maintain frequent communications with the local chapter presidents within their respective regions; 8. Perform such other functions and exercise such further duties as the National Chair, the National Executive Board, or the General Assembly may assign; 9. Compile a brief synopsis of his/her yearly activities for the NBLSA National Annual Report; and 10. Produce an official transition report at the close of the term of office Rationale: To reaffirm that the Regional Chair principal duty is to the local chapters residing in their region. Financial Impact (Please describe): N/A

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE AMENDMENT SUBMISSION FORM Name: National Constitution & Bylaws Committee National Constitution Amendment____

National Bylaws Amendment__X_

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE III - ADVISORY BOARD Section 1 The Purpose of the NBLSA Advisory Board is to advise NBLSA on the implications of decisions made by the organization. The advisory board has the power to make recommendations to the National Executive Board and has a duty to keep them fully informed on the consequences of actions made by the organization and its members. Proposed Amendment or Resolution: ARTICLE III - ADVISORY BOARD Section 1 The Purpose of the NBLSA Advisory Board is to advise NBLSA on the implications of decisions made by the organization. This advice shall encompass, but is not limited to, the directives and goals set out by the National Chair. The advisory board has the power to make recommendations to the National Executive Board and has a duty to keep them fully informed on the consequences of actions made by the organization and its members. The Advisory Board shall submit two (2) formal reports to the National Executive Board detailing their findings and recommendations for the health of the organization. These reports will be submitted to the National Executive Board by their July and November board meetings. The Advisory Board will perform duties as assigned by the National Chair, the National Executive Board, and/or the General Assembly. Rationale: To purpose of this amendment is to provide both the National Executive Board and the Advisory Board with more meaningful ways of communication to ensure transparency on all parts. The inclusion of the National Chair as a member is to provide continuity in all parts of the organization, as this person holds ultimate fiduciary duty and as such should be of service for all NBLSA business and available for any questions. This also allows the Advisory Board Chair to focus on creating meaningful recommendations and over seeing the organization and structure of the Advisory Board without the worry that their actions will be contrary to the overall NBLSA Agenda as set by the National Chair and Executive Board. It is the hope that this change allows for a more thorough use of the Advisory Board and their extensive knowledge by the National Executive Board and ensures the Advisory Board is abreast of any information necessary to create timely recommendations. 16

NATIONAL CONSTITUTION AND BYLAWS COMMITTEE

AMENDMENT SUBMISSION FORM Name: __National Constitution & Bylaws Committee_ National Constitution Amendment____

National Bylaws Amendment__X_

Resolution____

Current National Constitution/Bylaws language, article, or Section (if Applicable): ARTICLE III - ADVISORY BOARD Section 3 The Advisory Board shall be comprised of no more or less than 10 to 12 members who may serve one or two year terms. Advisory Board members are nominated by the National Chair and NBLSA membershipat-large, recommended for appointment by the National Chair, and confirmed by a simple majority of the National Executive Board. Proposed Amendment or Resolution: ARTICLE III - ADVISORY BOARD Section 3 The Advisory Board shall be comprised of no more or less than 10 to 12 members who may serve one or two year terms and the current National Chair or a National Executive Board designee. Advisory Board members are nominated by the National Chair and NBLSA membership-at-large, recommended for appointment by the National Chair, and confirmed by a simple majority of the National Executive Board. Rationale: To purpose of this amendment is to provide both the National Executive Board and the Advisory Board with more meaningful ways of communication to ensure transparency on all parts. The inclusion of the National Chair as a member is to provide continuity in all parts of the organization, as this person holds ultimate fiduciary duty and as such should be of service for all NBLSA business and available for any questions. This also allows the Advisory Board Chair to focus on creating meaningful recommendations and over seeing the organization and structure of the Advisory Board without the worry that their actions will be contrary to the overall NBLSA Agenda as set by the National Chair and Executive Board. It is the hope that this change allows for a more thorough use of the Advisory Board and their extensive knowledge by the National Executive Board and ensures the Advisory Board is abreast of any information necessary to create timely recommendations. There is no financial Impact