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Candidate Marilyn’s thoughts on the Proposed Bylaw Amendments

  

To Jerry and everyone –

Before I make my final decisions on the proposed Bylaw amendments, I will wait to hear the related discussions and debates at the NSA convention.  As you know, only reasons for the amendments have been presented by proponents of the amendments, not reasons against the amendments.  In the future, I hope NSA will provide both pros and cons to all proposed amendments so that members may fully consider the amendments with better knowledge of the facts and issues.  Here are my thoughts thus far, since you asked:

Proposed Bylaw Amendment 1:  I disagree with the language of Proposed Bylaw Amendment Number 1.  The proposed change would eliminate student membership for those students who are attending college, university or business school full-time while working part-time in public accounting.  Why not allow all full-time students to qualify as “Student Associate Members”?  As presented, this amendment doesn’t make sense to me.  If a student is going to school full-time and working part-time in public accounting or doing an internship to earn money for college, that student should be allowed to join NSA as a Student Associate Member.  In fact, recruiting these kinds of students should be a goal of NSA because they are on the path to a career in public accounting.

Proposed Bylaw Amendment 2:  I am currently not in favor of proposed Bylaw Amendment Number 2 until  three issues presented below are addressed and resolvedFor Proposed Bylaw Amendment Number 2, the State Director mission and duties are already spelled out quite extensively in the Administrative Policies (APs) - Section 13.10.  State Directors have been following the guidelines specified in AP Section 13.10 for years and years.  In addition, State Directors follow the State Directors Manual, which provides further guidance.  In the APs, State Directors are “encouraged” to do many things.  By now adding the proposed bylaw amendment in Article XIV that State Directors “… shall have such powers and shall perform such duties as are or shall be prescribed by the By-Laws, Board of Governors, or the President”, three issues are raised.

First, if the Bylaw amendment provides for direction not only by the Bylaws, but also by the Board of Governors or the President, what happens if there is a conflict between directions given by the Board and the directions given by the President?  Who controls?

Second, if there is a requirement for State Directors to act and a State Director does not act because of lack of funds to attend certain meetings (e.g., Leadership Development courses – to be paid primarily out of personal funds of State Directors because NSA has limited funds for State Directors), what should be the consequence?

Third, since most of the NSA State Director travel and other costs to the NSA Annual Conventions are paid by the ASOs and not by NSA, we have a conflict of interest situation between the ASOs and NSA regarding whose interests NSA State Directors will actually represent.

Proposed Bylaw Amendment 3:  I am currently in favor of the proposed amendment removing the 10 year NSA membership requirement and the 65 years of age requirement for "Retired Members."  Issues may be raised at the convention, and I will consider them before making my final decision.

Proposed Bylaw Amendment 4:  At the present time, I do not support NSA becoming solely an internet-based organization, with voting for Officers and Bylaw Amendments occurring on-line prior to the Annual Convention.  Delegates to the past San Diego convention previously voted down internet voting after considerable debate.  I do not believe that internet voting for NSA is appropriate at this time.  Why?  The following are my concerns:

  • NSA will not be competitive and will lose the race to lower-cost on-line providers of professional education and benefits (purportedly “professional organizations”) that offer cheaper dues and lower flat-fee CPE courses.  In my opinion, NSA has too much overhead in order to run efficiently and competitively as strictly an internet organization.
  • Loss of ASO connection to NSA.  In my opinion, ASOs who fund or partially fund trips of their ASO Presidents, NSA State Directors, and others to represent their ASO’s interests in NSA will likely decide there would be little justification to spend money for their representatives to attend a meeting or a training session for NSA if their representatives have no input in decision-making of NSA matters at the Annual Conventions.  And yes, as already noted above, since many ASOs are funding so much of the NSA State Director travel costs to the NSA annual conventions, are these NSA State Directors also partly representatives of the ASOs even though they function as NSA State Directors?
  • The social connection that NSA members have with each other and with NSA currently will be lost as the Annual Convention loses its relevance to NSA members.
  • Not enough NSA members are adept at navigating the NSA website to acquire sufficient information about candidates and proposed Bylaw changes, let alone to cast an informed ballot over the internet.  From the communications I’ve had with NSA members across the nation over the past year concerning the Maui convention, some NSA members had never logged into the NSA website; others did not know how to navigate the website – such as finding out where to sign up for the Annual Convention.  Having to personally provide step-by-step training to so many NSA members on how to navigate the NSA website raises serious questions about the consequences of forcing all NSA members to rely on the NSA website as their primary means of communication with NSA.   Technology should not take precedence over member service.
  • Bylaw changes are serious matters.  Bylaws are supposed to be rather enduring documents providing Governance rules for the organization.  Internet discussions of proposed Bylaw changes are not an appropriate forum to evaluate Bylaw changes because they do not allow sufficient thought or debate about the merits of proposed Bylaw amendments.
  • Proposed Bylaw changes are presented with only pros given for the proposed amendment.  Why aren’t the cons provided to members?  This is an example of incomplete information given to NSA members, who cannot make an informed decision without all the relevant facts and issues.
  • For the officers, I believe that online presentation of candidates’ resumes or campaign videos do not provide sufficient information about the candidates to make a considered and wise decision about who should be governing NSA.  NSA members deserve more than youtube.com sound bites to make their decisions.  A better way would be to have a dialogue directly with the candidates at the convention.
  • I am a member of both the American Bar Association (ABA) and the AICPA.  Neither of these national trade organizations provide for internet voting by all of their members.  The ABA provides for voting at their Meetings.  The AICPA votes for officers at meetings and provides for mail-in Bylaw amendment balloting to all members after a proposed Bylaw is approved by its Council.  Although I believe mailing ballots for Bylaw amendments may be a way to provide all members a way to vote without attending the Annual Convention, this may be cost prohibitive to NSA due to the high cost of printing and postage.
  • Of the nonprofit organizations studied who use online voting, how many of these are IRC Section 501 (c) (6) professional trade organizations?  What size organizations were polled?
  • What internal control measures and secret-ballot voting procedures will be followed to insure confidentiality, security, and accuracy for voting on-line?  How can there be secret voting if a member must log-in to the NSA website to vote?  If a third-party vendor must be hired to administer voting, what would be the cost?

Again, I reserve my final decisions on the proposed Bylaw amendments until after I have heard the discussions and debates at the Maui NSA Convention.  I believe blogs are a great tool for informal communication, but their limitations become apparent when using them to address lengthy or complex issues such as Bylaw changes.  Accordingly, I do not plan to comment further until I have heard the concerns and views of fellow NSA members at the convention. 

Thank you for the opportunity to share my current thinking on these Bylaw amendments.  See you soon on Maui!     

Aloha,

Marilyn M. Niwao, J.D., CPA, ATA

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