Proposed Changes to the Pacific Branch Bylaws

Please review the proposed changes to the NCB Constitution and Bylaws. These proposed amendments will require a positive vote of at least 2/3 of those casting votes. Voting will take place electronically in conjunction with the Branch officer elections. The changes noted here have been approved by the PB Executive Committee prior to submission to the general membership for a full vote. If you have any questions, please contact PB President, Alix Whitener.

View the current Bylaws


Proposed Changes to the Pacific Branch Bylaws

Modification #1 - Article III Branch Officers

Current Version:

Section 6. The Secretary-Treasurer shall record the minutes of all Branch business meetings; record the minutes of all Executive Committee meetings and prepare summaries thereof; have custody of all accounts, securities, property, and records of the Branch. 

The Secretary-Treasurer shall serve a term of three years and may be re-elected. Nomination and election of the Secretary-Treasurer shall be conducted in the same manner as the office for President-Elect. 

Vacancy in the office of Secretary-Treasurer shall be filled by ballot of the Governing Board, and the person so elected shall serve for the remainder of the three-year term.

Proposed Change (in italics):

Section 6. The Secretary-Treasurer shall record the minutes of all Branch business meetings; record the minutes of all Executive Committee meetings and prepare summaries thereof; and aid in the management of all accounts, securities, property, and records of the Branch. The Secretary-Treasurer shall serve a term of three years and can only be elected for one additional term. Nomination and election of the Secretary-Treasurer shall be conducted in the same manner as the office for President-Elect.

Vacancy in the office of Secretary-Treasurer shall be filled by ballot of the Governing Board, and the person so elected shall serve for the remainder of the three-year term.

Rationale for the Amendment:

This change related to the Executive Board decision to move the management of the finances to ESA HQ (Motion passed, June 2022 Meeting Minutes). The Secretary-Treasurer would still participate in the audit of Pacific Branch finances with HQ, and interface with ESA HQ on Branch account decision-making.


Modification #2 - Article VI Committees

Current Version:

Section 1. Committees. Standing Committees shall be established to facilitate the purpose and function
of The Branch.

Standing Committee of the Branch shall include:

  • Audit
  • Program
  • Operations

The Executive Committee shall appoint all standing committee members, and their Chairs and Vice-Chairs, expect as provided otherwise in the Bylaws.

A vacancy in any position on a Standing Committee shall be filled by appointment by the President.

Other committees and work groups may be formed upon the approval of the Executive Committee and
as prescribed in the Branch Policy Manual. 

Proposed Change:

Section 1. Committees. Standing Committees shall be established to facilitate the purpose and function
of The Branch.

Standing Committee of the Branch shall include:

  • Program
  • Operations

The Executive Committee shall appoint all standing committee members, and their Chairs and Vice-Chairs, expect as provided otherwise in the Bylaws.

A vacancy in any position on a Standing Committee shall be filled by appointment by the President.

Other committees and work groups may be formed upon the approval of the Executive Committee and
as prescribed in the Branch Policy Manual. 

Rationale for the Amendment:

Suggest removal of the Auditing committee as a Standing Committee since we have moved Pacific Branch finances to ESA HQ. Since Branch finances are included in the official audit of ESA HQ, a standing Branch committee would be redundant. This may be an Ad Hoc Committee moving forward.


Modification #3 - Article VI Committees

Current Version:

Section 2. Committee on Audit. The Committee on Audit shall consist of three members of the Branch who are not members of the Executive Committee. The purpose of this committee shall be to engage a certified public accountant to conduct an audit, review the professional audit of fiscal operation of The Branch, to provide an internal audit, and to ensure compliance of The Branch and all entities to legal and fiduciary obligations. The Committee shall prepare an annual report and advise the Executive Committee on matters of compliance.

Proposed Change:

Removal of Section 2, and Section 3 becomes Section 2, etc.

Rationale for the Amendment:

Suggest removal of the Auditing committee as a Standing Committee since we have moved Pacific Branch finances to ESA HQ. Since Branch finances are included in the official audit of ESA HQ, a standing Branch committee would be redundant. This may be an Ad Hoc Committee moving forward.

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