Bylaws review adds past-chair seat and three-year terms

NANA's board has completed its triennial review of the organization's bylaws, adopting two changes: a dedicated immediate-past-chair board seat, and a move from two-year to three-year director terms, capped at two terms per director.

Benjamin Oduya, NANA's secretary and general counsel at the Coalition of Independent Museums, has led the bylaws review since it began earlier this year. He said the past-chair seat closes a gap the board had noticed after previous chair transitions.

"An outgoing chair has context nobody else on the board has yet," Oduya said. "We were losing that the day the gavel changed hands. Now it stays at the table for one more term. It's a small structural fix, but it changes how a transition year actually runs."

The seat is non-voting on matters where the past chair has a direct conflict, but otherwise carries full voting rights, matching the model several of NANA's own member organizations already use for their own past-chair positions.

The change to three-year terms brings NANA's board in line with the term length used by most of its own member organizations, based on data the review committee pulled from board structures reported across the membership. The two-term cap is unchanged, meaning a director can now serve up to six years total rather than four.

Oduya said the committee debated the term length carefully, weighing continuity against the risk of a board that becomes harder to refresh. "Six years total, split into two three-year terms, gives a director enough time to actually learn the job before they're expected to lead a committee," he said. "Four years split into two two-year terms wasn't quite enough."

The review committee, made up of five board members and staffed by Oduya's office, met monthly starting in January, reviewing every article of the bylaws against current practice and against comparable structures at peer associations. Members were invited to submit written comments during a 30-day open comment period before the board's final vote.

The revised bylaws take effect immediately, applying to any director elected from this point forward. Directors already serving under the previous two-year terms will complete those terms as originally elected. The next triennial review is scheduled for 2027, and Oduya will lead it again as secretary.

Member organizations voting in the board's annual ballot this September will see three-year terms listed for the first time on the candidate slate. Oduya's office plans to publish a short explainer alongside the ballot walking members through what changed and why, so the shift doesn't come as a surprise to anyone filling out a ballot for the first time under the new rules. The ballot itself closes the second Wednesday of September, unchanged by this review, and results will be announced the following week.