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ABOUT

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Leadership
Governing Board
Board of Directors
Executive Director

History
Evolution of NAELS
History of NAELS (.doc)

Articles: I - II - III - IV - V - VI - VII - VIII - IX - X - XI - XII - XIII - XIV - XV

Bylaws

ARTICLE III

BOARD OF DIRECTORS

Section 1. Power of Board and Qualification of Directors.
NAELS shall be managed by its Board of Directors. Each director shall be at least eighteen years of age.

Section 2. Number and Term of Office.
(a) The Board of Directors shall consist of not less than five nor more than twenty-two directors, the number of directors to be determined from time to time by resolution of the Board of Directors, provided that no decrease in the number of directors shall shorten the term of any incumbent director.
(b) Director positions shall be elected by a majority vote of the current Board of Directors, upon nomination by a majority vote of the Governing Board, or by Members at an Annual Meeting. The Directors shall be elected to three-year terms and shall hold their offices until their terms expire or until their successors are elected. All Directors may be re-elected.
(c) At all times, the Board shall be comprised of at least one representative from each of the Main Sectors of Environmental Law and no one sector shall comprise more than three-fourths of the Board.
(d) Each director shall have one vote.
(e) Three of the twenty-two directorships are standing positions to be filled by the two NAELS Co-Chairs and the Alumni Committee Chair.

Section 3. Organization.
At each meeting of the Board of Directors, the President, or, in the absence of the President, a Vice President, shall preside, or in the absence of either of such officers, a chairman chosen by a majority of the directors present shall preside. The Secretary shall act as secretary of the Board of Directors. In the event the Secretary shall be absent from any meeting of the Board of Directors, the meeting shall select its secretary.

Section 4. Resignations and Removal of Directors.
(a) Any director of NAELS may resign at any time by giving written notice to the President or to the Secretary. Such resignation shall take effect at the time specified therein or, if no time be specified, then on delivery.
(b) Any or all of the directors may be removed with or without cause by two- thirds vote, provided there is a quorum of not less than a majority of the entire Board of Directors present at the meeting of directors called for the purpose of considering such action. Prior to any meeting held for such a purpose, the Board shall solicit the recommendations of the Governing Board. Strong and active participation is expected of all directors. Accordingly, failure of any director to attend meetings on a consistent basis may lead to his or her removal from the Board.
(c) Any or all of the directors may be removed with or without cause by two-thirds vote of the Members either at the Member's Annual Meeting or by vote of the Governing Board.

Section 5. Newly Created Directorships and Vacancies.
Any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled by a nominee nominated by a majority vote of the Governing Board and approved by a majority vote of the remaining Directors, even if such vote is taken by less than a quorum of Directors. Each Director so elected shall hold office until the expiration of the term of office of the Director whom he or she has replaced or until his or her successor is elected.

Section 6. Action by the Board of Directors.
(a) Except as otherwise provided by law or in these by-laws, the act of the Board of Directors means action at a meeting of the Board duly noticed by vote of a majority of the directors present at the time of the vote, if a quorum is present at such time, unless otherwise specified.
(b) Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing, electronically or otherwise, to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee.
(c) Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 7. Place of Meeting.
The Board of Directors may hold its meetings at the principal office of the Corporation, or at such place or places within or without the District of Columbia as the Board of Directors may from time to time determine.

Section 8. Annual Meetings.
As soon as practical after each annual election of directors, the Board of Directors shall meet for the purpose of organization and the transaction of other business, with at least ten days notice. The Board of Directors shall seek to align its Annual Meeting with the Governing Board Annual Meeting so that both meetings occur during the Annual Conference.

Section 9. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice at such times as may be fixed from time to time by resolution of the Board of Directors.

Section 10. Special Meetings.
Special meetings of the Board of Directors shall be held whenever called by the President, or by any two directors. Notice shall be given orally, by telefax, or by electronic or regular mail and shall state the purposes, time and place of the meeting. If notice is given orally, in person or by telephone, it shall be given not less than ten days before the meeting; if it is given by telefax or by electronic or regular mail, it shall be given not less than three days before the meeting.

Section 11. Waivers of Notice.
Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her.

Section 12. Quorum.
A majority of the entire Board of Directors shall constitute a quorum for the transaction of business.

Section 13. Compensation.
Directors shall receive no compensation for their services, but may be reimbursed for the expenses reasonably incurred by them in the performance of their duties.

Section 14. Annual Report.
At the Annual Meeting, the Staff and/or the Executive Director shall provide the Board of Directors a report certified by a firm of independent public accountants selected by the Board, showing in appropriate detail the following:
(a) An explicit narrative description of the Corporation's major activities, presented in the same major categories and covering the same fiscal period as the audited financial statements.
(b) A list of Board members.
(c) Audited financial statements that set forth: (i) the assets and liabilities, including the trust funds, of the Corporation as of the end of the twelve-month fiscal period terminating not more than six months prior to said meeting; (ii) the principal changes in assets and liabilities, including trust funds, during said fiscal period; (iii) the revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and (iv) the expenses or disbursements of the Corporation for both general and restricted purposes, during said fiscal period.
This report shall be filed with the records of the Corporation and a copy thereof entered in the minutes of the proceedings of the Annual Meeting.

Articles: I - II - III - IV - V - VI - VII - VIII - IX - X - XI - XII - XIII - XIV - XV