Why We Rewrote the Bylaws

Board Secretary Benjamin Oduya, General Counsel at the Coalition of Independent Museums, joins host Amara Obiledu to explain why NANA rewrites its bylaws every three years, what changed in the 2024 review — a new past-chair seat and a move from two-year to three-year director terms — and why the board didn't take the easier path of leaving the document alone.

• Benjamin Oduya — Secretary, NANA board; General Counsel, Coalition of Independent Museums. Leads the bylaws review every three years.

• 00:00 Intro

• 01:20 Why bylaws get reviewed on a fixed three-year cycle

• 07:00 The case for a past-chair seat

• 12:45 Moving directors from two-year to three-year terms

• 18:30 What almost didn't make it into the final draft

• 24:10 How the membership actually ratifies bylaws changes

• 29:40 What's on the list for the 2027 review

Host: Benjamin, you're both Secretary and the person who leads the bylaws review. Why review bylaws on a fixed three-year cycle rather than only when something's obviously broken?

Benjamin Oduya: Because "obviously broken" is usually too late. If you wait for a bylaws gap to cause a real governance crisis, you're rewriting the document under pressure, with a specific incident shaping the language rather than sound long-term structure. A fixed cycle lets us review calmly, ask what's worked and what hasn't over three years of actually operating under the current document, and make changes before anything forces our hand. I've seen the alternative at other organizations, and it's rarely pretty.

Host: Let's get into what actually changed in 2024. The past-chair seat first. What problem was that solving?

Benjamin Oduya: Continuity. Under the old bylaws, a chair's term ended and their institutional knowledge simply left the board with them — a new chair started from close to zero, learning what was in motion, what commitments had already been made, largely from what the CEO could tell them. The past-chair seat keeps the outgoing chair on the board for one additional term in a defined role, so that knowledge transfer happens in the room, not secondhand.

Host: Was there resistance to adding a seat? It does grow the board.

Benjamin Oduya: Some, and it was a fair objection. A larger board can move slower and diffuse accountability. We addressed it directly in the draft language — the past-chair seat carries no vote on matters where the past chair has an unresolved personal or organizational conflict from their term, which was a compromise that satisfied most of the skeptics on the board. It's not a rubber-stamp seat. It's a bounded one.

Host: Now the term-length change. Directors moved from two years to three, with a maximum of two terms, so six years total. Why extend it?

Benjamin Oduya: Two years turned out to be too short for a director to be genuinely useful on committee work. By the time a new director understood the finance committee's actual issues well enough to contribute meaningfully, often close to a year in, they had only one year left before re-election or rotation. Three-year terms give a director real runway — roughly two years of productive committee contribution inside a three-year term, instead of one year inside a two-year term. The two-term maximum, six years total, was our answer to the obvious risk of extending terms: we didn't want longer terms to also mean directors who never rotate off.

Host: Was there anything that almost made it into the final draft but didn't?

Benjamin Oduya: We seriously discussed a proxy-voting provision, so a director who couldn't attend a meeting in person could designate another director to vote on their behalf. It didn't survive the draft, mainly because the committee couldn't agree on guardrails that would prevent proxy voting from becoming a way to avoid genuine deliberation. I'd rather leave a gap in the bylaws than write a provision I don't trust to hold up under pressure, and that's exactly what happened there.

Host: Walk me through how a bylaws change actually gets ratified. It's not just the board deciding, is it?

Benjamin Oduya: No. The board approves a draft, but bylaws changes at NANA require a membership vote to take effect, same mechanism as the annual board ballot, which closes the second Wednesday of September. We published the proposed changes to the full membership well ahead of the vote, held an open comment period, and incorporated one meaningful piece of member feedback — clarifying language around what counts as a conflict for past-chair voting purposes — before it went to a final vote. Members approved it comfortably, but I want to be clear the board doesn't get to simply declare new bylaws into existence. That check matters.

Host: What's already on your list for the 2027 review?

Benjamin Oduya: Committee structure, most likely. We've added committees informally over the years — audit, membership, inclusion — and the bylaws haven't kept fully current with how those committees actually function relative to what's written. I'd rather formalize what's already true in practice than leave the bylaws describing a committee structure that doesn't match reality anymore. That's usually how these reviews start — noticing where the document and the practice have quietly drifted apart.

Host: Last question. As general counsel for your own organization, does that legal background change how you approach NANA's bylaws specifically?

Benjamin Oduya: It makes me more conservative about ambiguity than a non-lawyer chairing this process might be. Bylaws get tested in exactly the moments an organization can least afford confusion — a contested election, a governance dispute, a conflict-of-interest question. I'd rather a bylaws provision read as slightly over-specified than discover, in the middle of an actual dispute, that two reasonable people can read the same sentence two different ways.

Host: Benjamin, thank you for walking through the whole process.

Benjamin Oduya: Thank you for having me. Ask me again in three years, and I promise there'll be something new to discuss.

Host: Before you go, I have to ask about something you mentioned almost in passing. You said the board approves a draft but the membership has to ratify it. Has a proposed bylaws change ever actually failed at the membership vote?

Benjamin Oduya: Not since I've led the review, no, but I don't think that's evidence the check is toothless. I think it's evidence the open comment period does real work before the vote ever happens — by the time a draft reaches the membership ballot, most of the genuine objections have already been surfaced and either addressed or explained. If a draft ever failed at ratification, I'd take that as a sign the comment period missed something, not as a sign the process is broken.

Host: Does the comment period ever change the substance of a proposal, or mostly just the wording?

Benjamin Oduya: Both, honestly, though wording clarifications are more common. The conflict-of-interest language on the past-chair seat is a good example of substance actually changing — a member pointed out that "conflict from their term" was vague enough to argue about indefinitely, and the committee tightened it to name specific categories, financial interest, active litigation, a direct employment relationship with a vendor under board discussion. That wasn't cosmetic. That changed how the seat actually functions.

Host: One truly last question. Does the Coalition of Independent Museums, your own organization, use anything close to this same three-year review cycle for its own bylaws?

Benjamin Oduya: Not formally, and honestly, sitting on NANA's board has pushed me to advocate for something closer to it back at the Coalition. We represent 400 member museums, and our own bylaws have gone longer between reviews than I'm now comfortable with, given what I've learned running NANA's process. I'd call that one of the more useful side effects of this board seat — it's changed how I think about governance at the organization that actually employs me, not just the one I volunteer for.

Host: That's a good place to leave it. Benjamin, thank you again for taking the time to walk through all of this with me today.

Benjamin Oduya: Thank you very much for having me on the show.