1994-053-RES WHEREAS, NATIONAL LEAGUE OF CITIES BOARD OF DIRECTORS HAVE BYLAWS AMENDMENTS

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RECOMMENDED CHANGES TO THE NLC BYLAWS (Note: new language is underlined and deleted language is in brackets.) Amend Section 1 of Article I to read as follows: Section 1. NAMES, OBJECTS, AND MEANS. The National League of Cities is an instrumentality [membership organization] of general purpose local governments and state municipal leagues dedicated to advancing the public interest, building democracy and community, and improving the quality of life by strengthening the capacity of local governance and advocating the interests of local communities. Amend Sections 1 and 2 of Article III on Officers and Board of Directors to read as follows: Section 1. LEAGUE OFFICERS. The officers of this National League shall be a president, a first vice president, a second vice president, the immediate past president, all past presidents while in elective office in a city, and the Executive Director, [and members of the Board of Directors]. The Executive Director shall be appointed by the Board of Directors and shall hold office at the pleasure of that Board. The Executive Director shall be the secretary and treasurer of the National League. The president, first vice president, and the second vice president elected at the annual meeting shall hold office for one year or until their successors are qualified. [Twenty members of the Board of Directors shall be elected each year to serve for a term of two years or until their successors are elected and qualified.] The term of office of all newly-elected and designated officers shall commence immediately on adjournment of the annual meeting. Section 2. BOARD OF DIRECTORS. There shall be a Board of Directors consisting of 40 members and the National League president, first vice president, and second vice president, plus all National League past presidents in elective office in a city, which shall conduct the affairs of the National League when representatives of the membership are not assembled, including, by a majority vote of the Board of Directors members, determination or modification of national municipal policies on national legislation affecting cities. The Board of Directors may refer to the membership by letter ballot any matter which is not otherwise provided for in these bylaws, the voting thereon to be as provided in Section 5 of Article IV. Twenty members of the Board of Directors shall be elected each year to serve for a term of two years or until their successors are elected and qualified. The term of office of all newly-elected Board members shall commence immediately on adjournment of the annual business meeting. The president and first vice president shall be chairman and vice chairman respectively of the Board of Directors. EXHLBlIA .