The powers and duties of the elected Officers of the Association shall be as follows:
(a) President: The President shall be the Chair of the Board of Directors of the Association. It shall be the President’s responsibility to oversee and coordinate the activities of the Association and to preside at all Executive Committee, Board of Director and Membership Meetings. The President shall be the spokesperson for the Association and whenever practicable shall appear publicly for the Association and promote its policies, objectives, and resolutions. Except where otherwise provided for by NACDL’s bylaws or other resolutions of the Board of Directors, the President shall have the authority to create committees, appoint volunteers to those committees from among the Association’s membership categories established under Article IV of these bylaws, and appoint a Chairs, Co-Chairs, and Vice-Chairs of each committee.
Except where otherwise provided for by NACDL’s bylaws or other resolutions of the Board of Directors, the President shall have the authority to discontinue committees and to remove the Chair or Co-Chair, Vice-Chairs or other committee members. The President may appoint an Association voting member delegate or liaison to any other entity on behalf of the Association. The President may create ad hoc committees to address particular issues relating to the interests, purposes and objectives of the Association. The duties of the President shall include overall responsibility for serving as ex officio member to all Committees.
(b) President-Elect: The President-Elect of the Association shall assist the President in the performance of the presidential duties and also, the President-elect shall perform such other duties as may be prescribed by the President and/or the Board of Directors and/or by these Bylaws. In the absence of the President, the President-Elect shall act as Chair of the Board of Directors of the Association, in accordance with Section (a) of this Resolution. In event of death of the President or in the event of the President’s resignation or removal from office, the powers and duties of the President shall devolve upon the President-Elect who shall conclude the term of office of the President in accordance with Section (a) of this Resolution.
(c) First Vice-President: The First Vice-President shall assist the President and President-Elect in the performance of their duties and perform such other duties as may be prescribed by the President and/or the Board of Directors. In event of death of the President and the President-Elect or in the event of the President’s and President-Elect’s resignation or removal from office, or a combination thereof, the powers and duties of the President shall devolve upon the First Vice-President who shall conclude the term of office of the President in accordance with Section (a) of this Resolution.
(d) Second Vice-President: The Second Vice-President shall assist the President, President-Elect and First Vice-President in the performance of their duties and perform such other duties as may be prescribed by the President and/or the Board of Directors. In event of death of the President, the President-Elect, and First Vice-President or in the event of the President’s, President-Elect’s and First Vice-President’s resignation or removal from office, or a combination thereof, the powers and duties of the President shall devolve upon the Second Vice-President who shall conclude the term of office of the President in accordance with Section (a) of this Resolution.
(e) Treasurer: The Treasurer shall maintain the funds, ensure the payment of the obligations of the Association, and ensure the safe and prudent management of the Association’s finances as directed by the Board of Directors. In addition to the foregoing obligations, it is the further duty of the Treasurer to: a) ensure that the Association complies with the filing of any Internal Revenue Service reports, and returns as may be required by law; b) serve as Chairman of the Budget Committee; c) deliver a Budget prepared by the Budget Committee to the Board of Directors; and d) report to the Officers and Board of Directors the financial condition of the Association at all scheduled Board of Directors Meetings. The duties of the Treasurer shall include overall responsibility for budget, subject to Board oversight and approval.
(f) Secretary: The Secretary shall attend and keep accurate minutes of all Board and Membership meetings, as well as all Executive Committee meetings, of the Association. The Secretary shall present minutes of all Board and Membership meetings to the Board of Directors and the Membership for approval. The Secretary shall also, within a reasonable time of any meeting of the Executive Committee, present minutes of such a meeting for Executive Committee approval, and shall assure that approved minutes of all Executive Committee meetings are distributed to the Board within one month of any Executive Committee meeting, except that the minutes distributed to the Board of Directors may exclude sensitive topics discussed, such as personnel or litigation matters. In the event that the Secretary is unable to undertake the duties of that office, the Secretary shall delegate such responsibilities to another member of the Executive Committee. The Secretary shall also have such other powers and perform such other duties as are incident to the office of Secretary or as may be assigned from time to time by the President and/or the Board of Directors. In event of death of the President, the President-Elect, the First Vice-President, and the Second Vice-President or in the event of the President’s, President-Elect’s, First Vice-President’s and Second Vice President’s resignation or removal from office, or a combination thereof, the powers and duties of the President shall devolve upon the Secretary who shall conclude the term of office of the President in accordance with Section (a) of this Resolution
The Secretary shall, within the first six months of taking office, attend an orientation on the infrastructure of NACDL, organized and conducted by the Executive Director and staff at NACDL headquarters.
(g) The President-Elect, First Vice-President, Second Vice-President and Secretary shall each attend on an annual basis at least one NACDL seminar not held in conjunction with a Board meeting. In consultation with the President they shall select that seminar so as to maximize their exposure to each area of substantive law and policy addressed by NACDL and the NACDL CLE Institute.
(h) The President-Elect, First Vice-President, Second Vice-President and Secretary shall each serve on at least two NACDL committees.
Resolution of the Board of Directors
August 3, 2019
Philadelphia
