Proposed Amended By-laws
Please see below the proposed amended by-laws for the National Energy and Utility Affordability Coalition, posted Thursday, January 11th, 2018, for the required 30 day comment period. You may submit comments using the online form below, which will remain open for at least 30 days. The Governing Board will vote on final language at the next meeting on March 14, 2018, in Washington DC.
To view a redline version of the by-laws, please click here: Redline Copy. Please note, this version does not include changes made as a result of discussion and commentary at the December Board Meeting, including the reinstatement of the Ex-Officio as a distinct part of the board, attendance requirements for board members, and other minor edits included in the final copy posted below.
Additionally, If you would like to download a MS Word version and red-line it yourself, please download here and upload your red-lined document through the form below.
proposed By-laws of
The National Energy and Utility Affordability Coalition
as approved this XX day of XXXXX, 20XX
Section 1. Name
There is hereby constituted an incorporated nonprofit Section 501(c) (3) Corporation as defined by the Internal Revenue Code. The National Energy and Utility Affordability Coalition (NEUAC) may undertake charitable and educational activities as allowed by the Internal Revenue Code in furtherance of ensuring that the needs of low-income energy/utility consumers are met. NEUAC shall be a membership organization and shall not have the authority to issue stock.
Section 2. Statement of Purpose and Objectives
The NEUAC is a broad-based coalition of diverse organizations dedicated to heightening the awareness of the energy/utility needs of low income consumers; fostering public-private partnerships; and, engaging in other activities to address the energy needs of low income consumers.
The goals of the NEUAC are to increase awareness and understanding of the nature and magnitude of low-income energy problems among various groups; formulate and advance low- income energy policy through compilation, analysis and dissemination of data and information; provide information and technical assistance in the creation and development of low income energy/utility assistance programs; promote the development of statewide and regional energy/utility assistance programs; improve communications and coordination and take all action necessary, appropriate or convenient to the achievement of the foregoing purposes; engaging in other activities to address the energy and other needs of low-income consumers, and, which may lawfully be done by an incorporated nonprofit organization under and pursuant to the laws of the State of Missouri.
Section 3. Offices(s)
The principal office will be located in Kansas City, MO. The NEUAC may also have offices at such other locations as the Board of Directors may determine.
Section 1. Membership Criteria
Membership in the NEUAC shall be open to organizations with low-income energy/utility programs and other individuals, groups, organizations and/or corporations which share the purposes and objectives outlined in Article I, Section 2.
Section 2. Voting Rights
Voting membership will be available to the individual members and organizational members who are current in payment of dues and are in good standing. Each member/organization shall have one vote.
Section 3. Membership Dues
Annual membership dues shall be such amounts as the Board of Directors shall determine from time-to-time and shall be payable in accordance with the schedule established by the Board.
Section 4. Revoking and Renewing Membership
Membership of the NEUAC shall have the right to refuse, renew, revoke, or reinstate at any time the membership of any individual or organization, by a two-thirds vote of a quorum of Governing Board members.
Section 5. Membership Privileges
In addition to voting rights, members shall be entitled to such additional rights and privileges as determined by the Board.
Section 6. Membership Meetings
At least one regular meeting of members shall be held annually and shall be convened by the President of the Board. Those members in good standing present shall constitute a quorum.
Section 7. Special Meetings
Special meetings may be called by the Executive Committee or at the request of five members of the Governance Board of Directors with a minimum of 10 days written or electronic notice of time and location/access information for the purpose given in the notice.
The NEUAC Board will be made up of three categories: the Governance Board of Directors with term limits and voting privileges; and the Advisory Board members and Ex-Officio Board members, both without term limits or voting privileges.
Section 1. Governance Board of Directors
The Governance Board of Directors of the NEUAC shall have as a common interest a concern in the energy/utility affordability needs of the low and limited income consumers and a commitment to educate themselves and others as to potential resolutions of the problems faced by such persons.
The Governance Board of Directors shall have an odd number of board members numbering not less than eleven (11) voting members who are broadly representative of the membership’s interests and various geographic regions of the country. The majority of members of the Governance Board of Directors shall be from nonprofit organizations as a goal.
Members of the Governance Board of Directors will be individuals, corporations, or nonprofit agencies. If the member is a corporation or nonprofit agency, that member shall designate an employee to represent the corporation or nonprofit agency in the actions of NEUAC and may designate an alternate employee to cover the responsibilities of board service of the designated representative in the absence of the designated representative. Should the designated representative of the corporation or nonprofit agency cease to serve on the Governance Board of Directors, the member may replace such representative with the designated alternate or another employee of the corporation or nonprofit agency to serve out the member’s current term. If the corporation or nonprofit agency is eligible to sit on the Governance Board of Directors for an additional two-year term of service the named representative shall be eligible to serve out the remainder of the term.
Governance Board of Directors members have full motion and voting rights in Governance Board meetings and Committee proceedings.
Section 2. Advisory Board
The NEUAC shall establish an Advisory Board comprised of members of NEUAC in good standing. The member organization shall designate a representative employee to serve on the NEUAC Advisory Board, and may designate an alternate employee to serve in place of the designated employee in his/her absence. Members of the Advisory Board shall be determined by a majority vote by members of the NEUAC Executive Committee.
Advisory Board members are required to attend at least one meeting each year in person and participate in at least one board committee in order to remain active and continue to have a seat on the board. Advisory Board members do not have voting or motion rights on the Board of Directors. Advisory Board members are eligible to participate as members of NEUAC Board committees with full voting and motion rights in committee proceedings.
Section 3. Ex Officio Board
The NEUAC shall establish an Ex-Officio Board comprised of Government Agencies, trade associations, and organizations which have national impact, interest, and expertise on the issue of home energy affordability. The Ex-Officio organization shall designate a representative from their organization to serve on the NEUAC Board of Directors and also may designate an alternate representative to serve in place of the designated representative in their absence. The members of the Ex-Officio shall be determined by the Governance Board and subject to change from time to time by a majority vote of the Governance Board.
Ex-Officio Board members are expected to attend and participate in Governance Board Meetings, but do not have Governance Board voting or motion rights. Ex-Officio Board members are eligible to participate as members of all NEUAC Board committees with full voting and motion rights in committee proceedings.
Section 4. Officers and Executive Committee
At a minimum, the Officers of NEUAC shall be a President, Vice President, Second Vice President, Past President, Secretary, and Treasurer. The Officers shall be drawn from and elected by the voting members of the Governance Board of Directors. These officers shall constitute the Executive Committee. The Past President shall participate only in an advisory capacity and shall not have voting privileges on the Executive Committee.
To the extent possible, the composition of the Executive Committee shall be constituted of a minimum of 51% of its membership from Governance Board of Directors members who are affiliated with nonprofit organizations. To the extent possible, the President will be selected from Governance Board of Directors members who are affiliated with nonprofit organizations. In the context of this paragraph, the term “possible” means that if a majority seating of nonprofit members on the Executive Committee is capable of happening based on nominations made in accordance with the provisions of Article IV, Section 1, then, regardless of the ultimate board vote, a nonprofit majority of Executive Committee members shall be seated on the Executive Committee. Similarly, the selection of the President shall follow the provision outlined above regarding the seating of other Executive Committee members.
The Executive Committee shall be responsible for management of the NEUAC between Board meetings. Such management shall include, but not be limited to, entering into contracts, establishing compensation for employees, managing the finances and ensuring that all activities of the Board are carried out. All actions undertaken by the Executive Committee will be reviewed for acceptance by the full Board of Directors at the first subsequent Board meeting.
Section 1. Nominations
The Nominating Committee shall present a slate of at least one candidate for each Officer position to be filled as well as a slate for Governance Board of Directors members. The names of the candidates shall be presented to the Governance Board of Directors sixty (60) days in advance of the annual meeting of NEUAC. All candidates must be members in good standing of the organization.
Section 2. Elections and Terms
Each representative organization shall be elected by a majority vote of the Board of Directors. Each shall serve a term of three consecutive years. The representative organizations whose terms have expired may be re-elected to serve one additional term of three consecutive years. When all eligible terms have expired, the representative organization is required to have a one (1) year break in service before it is eligible for re-election to the Governance Board of Directors. During this break in service, the representative organization may or may not serve on the Advisory Board.
The election of members of the Governance Board of Directors shall be conducted by ballot which shall be furnished to all members in good standing at least sixty (60) days prior to the date of the Annual Meeting. Completed ballots must be returned to the Chair of the Credentials and Elections Committee by such date before the Annual Meeting as the Governance Board of Directors may designate. In a contested election, the nominee to be elected having the highest number of valid votes among the contested nominees shall be the winners, and ties shall be determined by drawing of names by the Chair of the Credentials and Elections Committee. The Chair of the Credentials and Elections shall declare the winners duly elected at the annual meeting. In the event of a conflict of interest or if the Chair is unable for any reason to complete the duties of his or her position, the President of the Board shall assume the duties to decide the tie.
Officers shall be elected by a majority of the Governance Board of Directors to serve a one-year term and their term of office shall begin at the close of the annual meeting. Officers are eligible to serve two consecutive one-year terms in the same position, and may be elected to serve in a different capacity on the Executive Committee. No officer may hold more than one position concurrently. The immediate Past President shall serve on the Executive Committee.
In order to assure the proper discharge of his/her duties, each member of the Governing Board of Directors is required to attend all meetings of the Governance Board, including two (2) in person each year.
Any Governing Board member who does not send a named representative to attend three (3) consecutive meetings shall be deemed to have tendered his/her resignation, which the Board in its discretion may accept or reject. Exemptions from this policy will be granted for compelling reasons for absence that are considered acceptable to the Board of Directors. The Secretary of the Board of Directors shall be tasked with tracking attendance at each meeting and notifying members of non-compliance.
Section 3. Vacancies and Officer Removal
Any mid-term vacancy in any elected office, for whatever reason, shall be filled by a majority vote of the Governance Board of Directors and that organization so elected shall serve until the expiration of the original term of office. An officer or Governance Board of Directors member may be removed at any time if, at a regularly scheduled or special meeting, 2/3 of the members of the Governance Board of Directors vote for such removal.
Section 4. Powers and Duties
The Governance Board of Directors shall be empowered to conduct the affairs of the NEUAC between Annual Meetings, guided by the interests of the membership and in accordance with these By-laws. The powers and duties of the Officers shall be as follows:
The President shall be the Executive Officer of NEUAC; he/she shall call and preside at meetings of NEUAC and the Board of Directors, he/she shall be a member ex-officio of all committees. He/she may also create other committees and assign duties as deemed necessary with the approval of the Board of Directors. The President shall be the chief liaison to the Executive Director, and shall be responsible for the management of the organization.
b. Vice President
The Vice President shall assist the President in the general supervision of NEUAC and shall perform the duties of the President in his/her absence.
c. Second Vice President
The Second Vice President shall assist the President and Vice President in the general supervision of NEUAC and shall perform the duties of the Vice President in his/her absence.
The Secretary shall keep the minutes of the meetings of the NEUAC Governance Board. He/she shall conduct the general correspondence of the NEUAC Governance Board of Directors.
The Secretary shall be provided a list of all Governance Board of Directors Members for purposes of establishing a quorum at each meeting and shall call for a roll call vote when necessary.
He/she shall prepare and provide to the Governance Board of Directors, in advance of the Annual meeting, an attendance sheet of members of the Governance Board of Directors for the two previous year’s meetings. He/she shall maintain a policies and procedures manual of all minutes, policies, and procedures.
The Treasurer shall be responsible for all financial oversight of NEUAC and be custodian of the fund(s). He/she shall work closely with the NEUAC Executive Director and staff to ensure that payments are made in accordance with the budget and full and accurate accounts is kept, and shall present financial statements at the Governance Board of Directors meetings of NEUAC. He/she shall present the annual budget to the Governance Board of Directors for its approval at the Annual Meeting. He/she is also responsible for presenting to the Governance Board of Directors the long-range financial plan for NEUAC annually for approval by the Governance Board of Directors. He/she shall work closely with the NEUAC Executive Director and staff to ensure timely preparation of the records for audit. The Treasurer shall serve as Chair of the Finance and Audit Committee and serve as a member of the Fundraising Committee.
f. Past President
The Immediate Past President shall participate as a member of the Executive Committee in an advisory capacity with no voting privileges
Section 1. Regular Governance Board of Directors Meetings
Meetings of the Governance Board of Directors shall be held to further the purposes of NEUAC. These meetings may be held at such times and places as the Board determines, but no less than three times a year, and on the call of the President.
Electronic Participation in Meetings: Any one or more members of the Governance 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 at a board meeting for the purposes of establishing a quorum, but will not replace the in-person requirement described in Article IV, Section 2, “Attendance Requirement.”
Section 2. Special Meetings
Special meetings may be called by the President or at the request of five or more members of the Governance Board of Directors with a minimum of 10 days written or electronic notice of time and location/access information for the purpose given in the notice.
Section 3. Notice of Meetings
Notice of Regular Governance Board of Directors meetings customarily will be furnished at least two weeks in advance via written or electronic notice, and a calendar of meetings for each year will be developed annually. Notice of the Annual Meeting shall be furnished to the membership at least 45 days in advance. The same notifications shall be given to the Advisory Board.
Section 4. Quorum
At all meetings, 51% of the Governance Board of Directors shall constitute a quorum for the transaction of any business.
Section 5. Compensation
No activity shall inure to the benefit of any Board member, each of whom shall serve without compensation.
Section 6. Voting
No member of the Governance Board of Directors may vote by proxy. However, in the case that an organization’s main representative to the Governing Board of Directors is unable to attend a board meeting, the named alternate for that organization may cast the vote for that organization.
- Executive Committee. The Executive Committee is entitled to exercise the powers of the Board, where necessary, between Board meetings, provided that all actions legally binding for the organization made by the Executive Committee must be ratified at the next regular Board meeting. The Executive Committee shall act as the Personnel Committee of the Board of Directors to review the performance of the Executive Director and to determine the compensation of the Executive Director. The Executive Committee is comprised of the Officers of the NEUAC elected by the Governance Board of Directors in accordance with the provisions of Article III, Section 4.
- Standing Committees. The Standing Committees are those which represent the activities of NEUAC which are ongoing in nature. A Standing Committee may be created by the Governance Board of Directors. The President of NEUAC shall select the Chairperson for the Nominating, Credentials and Elections, Conference, Fundraising, Finance and Audit, Membership, and Advocacy and Public Policy committees. Each committee chairperson of a standing committee shall serve a one-year term with no term limits. Committee members may be selected from the Governance Board of Directors, Advisory Board, Ex-Officio Board, or general membership by the committee Chairperson unless otherwise defined in the by-laws.
- a. Nominating Committee. This committee shall be selected by the Governance Board of Directors from members of the Governance Board, Advisory Board, and/or general membership. This committee shall oversee the recruitment and nomination of new Governance Board members. The Nominating Committee shall also oversee recruitment and nominations to the Governance Board of Directors for officers annually, or when a vacancy exists.
- b. Credentials and Elections Committee. The Credentials and Elections Committee (C&E Committee) shall validate the result of member votes and consider and decide all questions, issues, or disputes regarding the tabulation and certification of member votes for the annual election for the NEUAC Governance Board of Directors and results reported at the Annual Conference meeting of members. The C&E Committee shall consist of an uneven number of five members or more.A C&E Committee member may not be: (1) a member of the Nominating Committee; or (2) an existing, or a close relative of an existing, NEUAC employee or candidate for the Governing Board of Directors.The C&E Committee may meet, consider, or decide on election or meeting of members’ issues, or otherwise act, only if a majority of the C&E Committee members are present. A C&E Committee decision or action requires a vote of at least a majority of the C&E Committee members and results must be submitted to the Governing Board for approval.
- c. Conference Committee. This committee shall be responsible for the annual NEUAC conference.
- d. Fundraising Committee. This committee shall be responsible fundraising plans and activities.
- e. Finance and Audit Committee. This committee will oversee the organization’s financial status, routine audits and IRS annual filings. The committee shall review the financial statements for the organization monthly and report to the board quarterly on the financial status of the organization.
- f. Membership Committee: This Committee is responsible for Member Benefits and Member Fund Development.
- g. Advocacy and Public Policy Committee: This committee is responsible for LIHEAP Action Day as well as the formulation of positions regarding other public policy issues including, but not limited to, weatherization and energy efficiency.
Section 1. Affiliation
When deemed appropriate, the Board shall enter into agreements for affiliation with other organizations and for cooperative arrangements with organizations and agencies that would assist in the attainment of the purposes of the NEUAC.
Section 1: Depositories
The Executive Director shall have the power to select depositories for the NEUAC with the approval of the Executive Committee, and the Governing Board of Directors has the power to direct expenditures and to determine the method and manner of signing checks, notes and other instruments binding on the NEUAC
The Executive Director shall have the power to select depositories for the NEUAC with the approval of the Executive Committee, and the Governing Board of Directors has the power to direct expenditures and to determine the method and manner of signing checks, notes and other instruments binding on the NEUAC.
Section 1: Fiscal Year
The fiscal year of NEUAC shall begin on the first day of each calendar year.
Section 1: Parliamentary Authority
Meetings of NEUAC shall be conducted pursuant to rules of order adopted by the Governing Board of Directors. A Parliamentarian shall be elected annually by the Governing Board of Directors with no limit on the number of terms that may be served. As a non-voting Advisory Board member, the Parliamentarian will serve as the Board President’s advisor on the organization’s by-laws and rules of conduct for board meetings.
The Parliamentarian shall assume office following the annual meeting each year. The Parliamentarian shall advise the Board President on implementation of rules adopted by the board and board policy, particularly in circumstances where the latter supersedes former, at board meetings. The Parliamentarian shall advise the Board President on framing motions in accordance with the board’s meeting conduct policies and procedures, on matters where a procedural action is questioned, and on upholding board policies and bylaws applicable to board meeting conduct. The Parliamentarian shall rule on the order of motions when called upon by the Board President to do so. In the event no Advisory Board member is elected to serve as Parliamentarian, or the elected Parliamentarian is absent from the meeting, the Board Secretary shall fulfill this function.
Section 1: Amendment of By-Laws
These By-laws may be amended at any regular meeting of the Governance Board of Directors, provided that the amendment has been submitted at least 30 days in advance of the proposed meeting date. By-laws amendments require a 2/3 majority of the Governance Board of Directors for approval.Parliamentarian, or the elected Parliamentarian is absent from the meeting, the Board Secretary shall fulfill this function.
Section 1: Indemnification of Officers and Directors
NEUAC shall indemnify any officer or director for any and all actions taken within the scope of their duties. Said indemnification shall include, but not be limited to, retaining counsel, and providing settlement for any actions taken against an officer or director. NEUAC shall not indemnify any officer or director for actions of gross negligence, recklessness or actions outside the scope of their official duties. Any indemnification shall be subject to approval of the Governing Board of Directors.
Section 1: Use of Funds and Dissolution
NEUAC shall use its funds only to accomplish the purposes specified in the By-laws. NEUAC may contribute funds to those members of the Organization that qualify as 501[c] tax-exempt organizations in furtherance of its mission as defined in Article I.
Upon the dissolution of NEUAC any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations in the State of Missouri which shall be selected by the Governing Board of Directors.