Bylaws of the National Association of Secretaries of State
As Amended, July 16, 2018
SECTION 1- OFFICERS
The President shall preside at all Annual Conferences and Winter Meetings of the Association and of the Executive Board; and shall have general control over the affairs of the Association, subject to ratification by the Executive Board. The President shall sign all certificates and other instruments for the Association.
2. IMMEDIATE PAST-PRESIDENT
The Immediate Past-President shall remain a member in good standing on the NASS Executive Board as a voting member. The Immediate Past-President shall perform such duties as may be assigned to him or her by the Executive Board.
The President-Elect shall perform such duties as may be assigned by the Executive Board, including direct responsibility for working with the Executive Director and the membership to generate new corporate affiliate members. The President-Elect shall become President at the conclusion of the President's term of office. The President-Elect shall present to the Executive Board, for its approval, during the annual conference of members at which he or she shall assume the office of President, a workplan for the Association and budget which shall enumerate all revenues and expenditures of the Association anticipated during his or her term as President.
4. VICE PRESIDENT
A Vice President shall be elected to represent each NASS region. The Vice Presidents shall perform such duties as may be assigned to him or her by the Executive Board.
The Treasurer shall perform such duties as may be assigned to him or her by the Executive Board. In his or her capacity as Treasurer, the Treasurer shall receive the monthly financial reports prepared by the secretariat staff. The Treasurer shall make a report at both the Annual Summer Conference and Winter Meeting on the financial condition of the Association.
The Secretary shall perform such duties as may be assigned to him or her by the Executive Board. In his or her capacity as Secretary, the Secretary shall keep a record of all votes and minutes of the proceedings of all membership and Executive Board meetings; maintain archival document preservation of the Association; and shall give notice as required in this By-Laws of all conferences of the Association and of the Executive Board. In his or her capacity as Secretary, the Secretary shall counter-sign all certificates and other instruments of the Association. In the absence of the Secretary, the President shall have the responsibility for preparation of minutes of the Annual, Winter and Executive Board Meetings. The Secretary may assign certain administrative duties of his/her office to be carried out by the Executive Director, including counter-signing instruments of the Association, by written request to the President and the Executive Director.
7. AT-LARGE MEMBERS
There shall be two at-large members of the NASS Executive Board to assist the President with committee appointments or committee meetings, and shall perform such duties as may be assigned to him or her by the Executive Committee. They each shall be of different party affiliation. They shall function as liaisons and representatives of the two subsections of NASS: the Notary Public Administrators (NPA) section and the Administrative Codes and Registers (ACR) section.
8. EXECUTIVE DIRECTOR
The NASS Executive Director, along with hired staff of the Association, shall perform all duties assigned to him/her by the President and Executive Board. The Executive Director has been assigned officer status to expedite and facilitate administrative functions on behalf of the organization.
SECTION 2 - DUES
All members of the National Association of Secretaries of State shall pay to the Association annual dues, as determined by the population of their respective state or jurisdiction, and based upon a sliding scale established by the Executive Board with the concurrence of the full membership of the Association. Emeritus Members shall pay dues to the Association in an amount established by the Executive Board. Affiliates shall pay the Association annual dues as established by the Executive Board.
SECTION 3 - EXECUTIVE BOARD
The Executive Board of this Association shall hold its meetings upon call by the President or upon call by six members of the Executive Board at such time and place as the President or the Executive Board members shall designate. Notice of all Executive Board meetings shall be given in writing as soon as practical to all Association members. All such meetings shall be open to all members as non-voting participants. Six members of the Executive Board shall constitute a quorum for the transaction of business, and, in case a quorum not be present at any meeting called by the President, a lesser number may adjourn from time to time, without notice other than by announcement at the meeting, until a quorum of the Executive Board shall attend any such adjourned meeting. Executive Board members may not designate proxies for voting on matters before the Board.
The Nominating Committee shall present for ratification by majority vote during the annual business meeting candidates for President-Elect, Secretary, Treasurer, the four regional Vice Presidents, and two at-large members all of whom shall serve a one-year term. If any nominee is not ratified, nominations shall be open from the floor for an election to fill that position. The Immediate Past-President is also a voting member on the Executive Board. When deciding on candidates for Vice President, the Nominating Committee shall give primary consideration to the nominee from each region. In the event that the nominees are not equally divided between the two political parties, one or more regions shall be asked to submit another candidate.
A vacancy on the Executive Board occurs upon the death or resignation of a Board member. When a vacancy occurs on the Executive Board, except for the offices of President or President-Elect, the President shall appoint a member of the same party as the departed officer to serve the remainder of the appropriate term.
The President and President-Elect must be from different political parties. Should a vacancy occur in either the offices of President or President-Elect, the Executive Board shall appoint from within its own membership an individual of the same party as the departing officer to serve the remainder of the appropriate term. The vacancy thus created on the Executive Board shall be filled by appointment by the President of a member of the same political party as the departing officer.
SECTION 4 - COMMITTEES
Except as may be otherwise provided herein, all chairpersons and committee members (and all ad hoc committees), shall be appointed by the President.
1. SUBSTANTIVE STANDING COMMITTEES
The substantive standing committees of the Association shall be: the Business Services Committee, the Cybersecurity Committee, the Elections Committee, the International Relations Committee, the Securities and the State Heritage Committee.
2. OPERATIONAL STANDING COMMITTEES
The operational standing committees of the Association shall consist of the Executive Board, the Nominations & Credentials Committee, the Awards Committee and the Corporate Affiliate Advisory Committee.
3. NOMINATIONS AND CREDENTIALS COMMITTEE
The President-Elect shall serve as its chair. The committee shall consist of the President, President-Elect and the immediate Past-President of the Association. The President shall have the option of appointing other members to the committee. The Committee shall be charged with soliciting candidates for the office of this Association, certifying the eligibility of the candidates thereof and promulgating rules for the conduct of elections.
At the winter meeting, the committee chair may ask the regional vice-presidents to contact those within their regions for nominees for the next committee officers' appointments which shall be voted on during the upcoming annual conference business meeting.
During the Annual Conference, the President may make appointments to this committee. The Nominations and Credentials Committee will be charged with soliciting candidates for the offices of this Association, certifying the eligibility of the candidates thereof and promulgating rules for the conduct of elections.
SECTION 5 - FISCAL YEAR
The fiscal year of the Association shall be July 1 to June 30. When the annual meeting falls after June 30, the President and Executive Board are authorized to maintain the operation of the Association at a level equivalent to the level authorized at the previous annual meeting.
SECTION 6 - CONFERENCES AND MEETINGS
1. ANNUAL CONFERENCE OF MEMBERS
The conference of the Association shall be held at such place as shall be chosen by the membership present and voting; and at such time as shall be designated by the Executive Board. As soon as it is practical during the scheduled conference, the President shall call the conference to order at the hour designated by the President. The minutes of the previous conference of the Association and any Executive Board meeting held since the last conference of the Association may be read and shall be approved and such business transacted as may properly come before such conference. A member shall vote in person or through a duly appointed representative from his or her state. Notice of proxy designation shall be in writing from the absent member and may be delivered to the President up until the roll call of the meeting. The President shall have the option of appointing a Parliamentarian to assist during meetings of the Association. The Parliamentarian may not vote on issues when their service is required.
2. WINTER MEETING
The meeting of the Association shall be held at such place as shall be chosen by the membership present and voting; and at such time as shall be designated by the Executive Board. As soon as it is practical during the scheduled conference, the President shall call the conference to order at the hour designated by the President. The minutes of the previous meeting of the Association and any committee meeting held since the last meeting of the Association may be read and shall be approved and such business transacted as may properly come before such meeting. A member shall vote in person or through a duly appointed representative from his or her state. Notice of proxy designation shall be in writing from the absent member and may be delivered to the President up until the roll call of the meeting. The President shall have the option of appointing a Parliamentarian to assist during meetings of the Association. The Parliamentarian may not vote on issues when their service is required.
There shall be mailed to each member of this Association at his or her seat of government, at least sixty (60) days prior to the Annual Conference and Winter Meeting, a notice setting out the time and place.
4. ROLL CALL
At general NASS conferences and meetings, there shall be a roll call by states and attendance recorded in the minutes by name and state of members prior to the business meeting; however, a Secretary of State may designate a person to answer such roll call.
SECTION 7 - RESOLUTIONS
The members may adopt resolutions of the Association at any annual conference or winter meeting. Members wishing to propose resolutions shall submit the proposed resolution in written form to the President, along with the names of two members affiliated with the Democratic party, and two members affiliated with the Republican party, who have agreed to sponsor the resolution. The President shall assign a proposed resolution to one of the substantive standing committees for consideration. The committee shall recommend action on the proposed resolution to the Association. The President or vote of two-thirds of the members attending shall submit a proposed resolution directly to the membership.
SECTION 8 - POSITIONS
1. POSITIONS OF THE ASSOCIATION
The President of the Association, in conjunction with such designees as he or she deems appropriate, and the Executive Board shall be responsible for representation of generally-held views of its members before the national government in Washington, DC between the meetings of the Association in regard to matters pending before the Congress and the Executive Branch of the national government which, by their nature, may require timely action prior to the next regular meeting of the Association.
2. PROCEDURE FOR PRESENTATION OF POSITION
When, within the view of the President of the Association, matters are pending before the Congress or Executive Branch of the national government which, by their nature, are of significant interest to the Association and require timely response, the President may conduct or authorize the conduct of a telephone or other poll of members of the Executive Board to determine if a majority consensus of that Board exists as to the interim position of the Association on the pending matter or matters. Upon determining that such a majority consensus of the Executive Board does exist, the President may authorize representation of the interim position of the Association, which shall be clearly identified as such, to the appropriate persons and institutions in the manner deemed appropriate by the President or designee(s), with due notification to members of the Association. Such positions shall come before the next regular meeting of the Association for consideration.
3. POSITION TAKING AT REGULAR MEETING
All other positions taken by the Association, other than interim position, on matters under consideration by or actions of the national government, shall be proposed in the form of a resolution, position statement, letter or other action item. Such resolutions or statements, to take effect, shall be approved by a majority of members present and voting.
SECTION 9 - HOLD HARMLESS
All Officers, Executive Board members and the Executive Director shall be held harmless for any and all actions taken in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Association shall indemnify, the fullest extent now or hereafter permitted by law each Officer, Executive Board member or the Executive Board of the Association who was or is or is threatened to be made a party to or a witness in any threatened, pending or completed action or proceeding whether civil, criminal, administrative or investigative, by reason of the fact that the Office, Executive Board member or Executive Director is or was an authorized representative of the Association, against all expenses (including attorneys' fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by the Officer, Executive Board member or Executive Director in connection with such action, suit or proceeding if such Officer, Executive Board member or Executive Director acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Association and, with respect to any criminal proceeding, had not reasonable cause to believe his or her conduct was unlawful.
SECTION 10 - DISSOLUTION
Upon dissolution of the Association, the Executive Board shall, after paying all liabilities of the Association, dispose of all the remaining assets of the Association, exclusively by dividing them equally among each of the states, the District of Columbia, and any territories of the United States of America represented in the Association by members in good standing at the time of the dissolution according to population and based upon the same proportions as the sliding scale established by the Executive Board for the payment of dues. No assets remaining on dissolution shall be distributed to any individual member of the Association.
SECTION 11 - AMENDMENTS TO CONSTITUTION AND BYLAWS
Any of these sections of the Constitution and Bylaws may be amended by the majority vote of the members at any annual conference or winter meeting of the Association.