NACD By-Law Committee

[GDI]

I was asked about this today, so I thought I would provide you the NACD members with some insight to what has already been discussed in BoD meetings and is being put into action as we speak.


The NACD is sending a request to membership, to have NACD members sit on a By-laws committee. All interested can apply through orie.braun@nationalassociationforcavediving.org. Orie is the Membership chairmen and Operations manager


The committee; we are hoping for should consist of no less then 7 NACD members in good standing with a minimum 2 being instructors, Minimum 2 members should be from outside Florida. example Canada Mexico and Europe and all meetings by whatever means of teleconferencing, e-mails, skype or combination there of to include at least one of the NACD Legal Advisers at all times. Minutes must be taken of each meeting. The legal advisers are just for the guidance of how our by-laws are impacted by state and federal laws.or as requested to assist by the committee. the committee will be chaired by one of the several persons. Orie Braun will select this person The inability to meet the composition of members for the by-law committee will be brought to the NACD BoD for a decision to alter the composition if required to meet this important need.


The By-law committee are being asked to review and comment on all NACD By-laws making recommendations of any needed amendments, additions or deletions. The By-law committee shall pay close attention to NACD organizational structure, BoD requirements,Compliance to Federal, State and IRS laws as to maintain the 501(c) status. Additionally where applicable to consider the by-laws as suitable to meet an international membership. By-laws having recommendations for amendment, addition or deletion must state the reason for such amendment, addition or deletion.


The NACD BoD and any person that may take office between now and the by-laws committees recommendations will be kept at arms length from this ad-hoc committee and shall not participate in the review process. The BoD will hear the committees recommendations before January 2016. A date and time will be announced and co-ordinated between the By-law committee and the BoD

 

[Jax]

What a grand idea!

How about you post the non-disclosure agreement so everyone interested gets the full facts????

 

[GDI]

What a grand idea!

How about you post the non-disclosure agreement so everyone interested gets the full facts????

Sure Jax

Everyone what Jax is referring to is that last time this process was done the committee was asked to sign the agreement. The current By-laws in effect will be posted on the NACD website

 

[Jax]

Dang, word 2013 would not open it. . . it just goes round and round.

I captured the text from notepad. Unedited except for deleting unfathomable text and symbols:

CONFIDENTIALITY ACKNOWLEDGEMENT AND AGREEMENT


1. As a director/officer or committee chairman/member of the National Association for Cave Diving (“NACD&#8221, I, ____________________________________, acknowledge that I will have access to certain confidential information and trade secrets of the NACD and may possess, from time to time, certain tangible property of the NACD. I further acknowledge that the NACD has a legitimate interest in protecting its properties rights.

2. I acknowledge that all information, member lists, records, databases, inventions, formulas, processes, and materials of the NACD are confidential and are the exclusive property and trade secrets of the NACD. I agree not to disclose, directly or indirectly, or use in any manner any such trade secrets or confidential information, either during my tenure as an officer/director or committee chairman or at any later time, except as required to perform my duties for the NACD or except when expressly authorized to do so by the NACD, in writing.

3. All records, files, lists, including computer generated lists, drawings, documents, equipment, and similar items relating to the NACD that I prepare or receive from the NACD will remain the NACD’s sole and exclusive property. When I am no longer an officer/director or committee chairman of the NACD, I will promptly return to the NACD all properties of the NACD in my possession. I further agree that I will not copy or cause to be copied, print out, or cause to be printed out, destroy, deface, encrypt, or password protect any software, documents, or other materials originating with or belonging to the NACD and that I will not retain in my possession any such software, documents, or other materials.

4. I agree not to use any public or private forum, boards, blogs or social media to discuss or relay issues related to the business or occurrences of the NACD. All external communication will be approved by the NACD BOD and communicated by the President or his/her designate. Internal BOD and committee chairman communication shall remain private among the BOD and committee chairman.


5. I understand that any breach or threatened breach of this Agreement will cause the NACD irreparable harm and injury and agree that the NACD may obtain an injunction against me, in addition to any other rights that the NACD may have against me for breach of this Agreement. I consent to the personal jurisdiction of any court in the state of Florida & venue in the court of NACD choosing, regardless of my residence at the time of such proceedings. This Agreement is to be governed by Florida law.

6. If the NACD successfully brings legal proceedings to enforce this Agreement or to obtain any relief or damages thereunder, I agree to pay the NACD’s reasonable attorney’s fees and costs.

Signature ___________________________________________, Date: ____________________.

Print Name __________________________________________



Witness:
Signature ___________________________________________, Date: _____________________.

Print Name __________________________ _________________


PAGE 2

 

[Jax]

You see, it was that # 4 and # 5 that made me refuse to sign, and therefore was expelled . . . Don't know why I was kicked out of NACD, tho. Didn't receive crap after that.

4. I agree not to use any public or private forum, boards, blogs or social media to discuss or relay issues related to the business or occurrences of the NACD. All external communication will be approved by the NACD BOD and communicated by the President or his/her designate. Internal BOD and committee chairman communication shall remain private among the BOD and committee chairman.

5. I understand that any breach or threatened breach of this Agreement will cause the NACD irreparable harm and injury and agree that the NACD may obtain an injunction against me, in addition to any other rights that the NACD may have against me for breach of this Agreement. I consent to the personal jurisdiction of any court in the state of Florida & venue in the court of NACD choosing, regardless of my residence at the time of such proceedings. This Agreement is to be governed by Florida law.

I have this weird idea that an organization is for the members, and that before some fly-by-night volunteer makes up sh!t to put in the bylaws, that the members ought to input, cuss, and discuss what makes sense. Come what may, the committee will forward what they will, but at least one would think *s o m e o n e* would listen.

And that is why NACD will go away.


What happened to the pages of work that were accomplished way back? I got pages of organizational bylaws from every organization I could get a hold of on Fort Huachuca . . . you know, one of those kind of goobermint places where it takes 30 tiers of lawers, four layers of chain of command, and Congress approval to get a damn thing done? Yeah, one of those.

I stole paragraphs left and right from them, and changed names and submitted them. Innocuous carp like, the org could notify by electronic means such as email and website. And that minutes should be uploaded within a reasonable time of a meeting but most certainly within two weeks of same. Pages and pages of stuff, in the format of

As reads:
Issue:
Discussion:
Recommended changes:

Now, I'm a old Army fart, but if there is one thing I have learned writing manuals and instructions and reviewing God and everyone else' crap is that the format I describe works to put through sensible, understandable changes that are readily adopted.

So what happened to all that? The committee attacked the easy stuff first, the stuff that no one should have had heartburn over.


Crickets. All gone. . . . .

 

[rddvet]

View attachment 214877

You see, it was that # 4 and # 5 that made me refuse to sign, and therefore was expelled . . . Don't know why I was kicked out of NACD, tho. Didn't receive crap after that.



I have this weird idea that an organization is for the members, and that before some fly-by-night volunteer makes up sh!t to put in the bylaws, that the members ought to input, cuss, and discuss what makes sense. Come what may, the committee will forward what they will, but at least one would think *s o m e o n e* would listen.

And that is why NACD will go away.


What happened to the pages of work that were accomplished way back? I got pages of organizational bylaws from every organization I could get a hold of on Fort Huachuca . . . you know, one of those kind of goobermint places where it takes 30 tiers of lawers, four layers of chain of command, and Congress approval to get a damn thing done? Yeah, one of those.

I stole paragraphs left and right from them, and changed names and submitted them. Innocuous carp like, the org could notify by electronic means such as email and website. And that minutes should be uploaded within a reasonable time of a meeting but most certainly within two weeks of same. Pages and pages of stuff, in the format of

As reads:
Issue:
Discussion:
Recommended changes:

Now, I'm a old Army fart, but if there is one thing I have learned writing manuals and instructions and reviewing God and everyone else' crap is that the format I describe works to put through sensible, understandable changes that are readily adopted.

So what happened to all that? The committee attacked the easy stuff first, the stuff that no one should have had heartburn over.


Crickets. All gone. . . . .

Sorry, we had to go out and get you a cookie.

 

[DeepSea]

so once again, the NACD really doesn't want anyone outside the good ole boy network.

I consent to the personal jurisdiction of any court in the state of Florida & venue in the court of NACD choosing, regardless of my residence at the time of such proceedings.

 

[Jax]

Sorry, we had to go out and get you a cookie.

Well, damnit, where is it!?!?!

 

[whodunit68]

"I understand that any breach or threatened breach of this Agreement will cause the NACD irreparable harm and injury and agree that the NACD may obtain an injunction against me, in addition to any other rights that the NACD may have against me for breach of this Agreement. I consent to the personal jurisdiction of any court in the state of Florida & venue in the court of NACD choosing, regardless of my residence at the time of such proceedings. This Agreement is to be governed by Florida law."

It will cause irreparable harm? Umm, how would you know that if you don't even know what the threatened breach is? How can a threatened breach cause irreparable harm?"

4. I agree not to use any public or private forum, boards, blogs or social media to discuss or relay issues related to the business or occurrences of the NACD. All external communication will be approved by the NACD BOD and communicated by the President or his/her designate. Internal BOD and committee chairman communication shall remain private among the BOD and committee chairman."

Umm, so that means if one sends a board member an email (private forum) or a facebook message (social media, private forum), he or she is in violation of the agreement and has caused the NACD irreparable harm.

"6. If the NACD successfully brings legal proceedings to enforce this Agreement or to obtain any relief or damages thereunder, I agree to pay the NACD’s reasonable attorney’s fees and costs."

Successfully brings legal proceedings....hmm, so if the NACD files and the filing is accepted, the NACD has successfully brought legal proceedings. Why on earth would anyone sign that? Maybe, just maybe, a successful result of court proceedings but this? No way.
I'm not interested in mud-slinging, for sure, nor do I have any bone to pick with anyone in the organization but this agreement is pathetic. In fact, there are members and even a board member I consider a friend. If I ever showed this "agreement" to a family member who is a lawyer, I'd be laughed at. If I dared sign it, I'd be taken out of any will. This is an awful, terribly written agreement. Please consider having your legal team draw up something reasonable.

 

[Hetland]

"6. If the NACD successfully brings legal proceedings to enforce this Agreement or to obtain any relief or damages thereunder, I agree to pay the NACD’s reasonable attorney’s fees and costs."

We've been told that all legal work is being performed pro-bono. I guess that means you pay $0.00 if the NACD sues you. ;-)