NAFA Bylaws Amendment - Vote required by Friday Nov. 9

Attention all voting NAFA Members: Your vote is required for a Bylaws amendment. The NAFA Board of Trustees presents this proposal to amend NAFA’s Code of Regulations. All NAFA Full Members and Associate Members in good standing (as of October 26) are entitled and requested to vote on this proposal. NAFA Members were emailed this information last Friday, October 26 and should return the pdf or mail the ballot by Friday, November 9, 2012.

Please carefully review the documentation shown below, then vote on the ballot below. The NAFA Board of Trustees recommends voting in favor of this proposal.

To cast your vote:
1.    Print out the emailed ballot page only (not the entire email)
2.    Check the appropriate box
3.    Sign and date the ballot
4.    Create a PDF of this completed page and email the PDF to info@nafa.org
OR
    Mail your completed ballot to: NAFA Bylaws Amendment, Suite 200, 125 Village Blvd., Princeton, NJ 08540
OR
    Fax your completed ballot to: 609-452-8004

Please do not vote via return email as electronic votes are not valid. Reeturn your PDF or mailed ballot by Friday, November 9, 2012.

Thank you!

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Ballot
NAFA Bylaws Amendment – October 2012
Please carefully review the attached documentation, then vote on the ballot below.
Please return your PDF or mailed ballot by Friday, November 9, 2012.

Vote here:
[ ] I APPROVE the bylaws amendment as explained in this proposal

[ ] I DO NOT approve the bylaws amendment as explained in this proposal

[ ] I ABSTAIN from voting on this proposal
Your Name: ____________________________________
Member ID#: ________________________________________
Signature: ________________________________________ Date: ____________

NATIONAL ASSOCIATION OF FLEET ADMINISTRATORS, INC.
d/b/a NAFA FLEET MANAGEMENT ASSOCIATION

CODE OF REGULATIONS AMENDMENT RESOLUTION
REGARDING AUDIT COMMITTEE
October 20, 2012

RESOLUTION NO. 1

RESOLVED, that Article XVIII, Section 5 of the Code of Regulations, which currently provides as follows:

Audit Committee. The President shall appoint annually an Audit Committee, which shall consist of three Full Members and/or Associate Members who are not members of the Board of Governors. This committee shall perform such audit of the books of account and financial record of the Corporation as it deems appropriate and shall present its written report to the Board of Trustees annually.

shall be amended to provide as follows:

Audit Committee. The Audit Committee shall be a committee of the Board of Trustees the members of which are appointed annually to one-year terms; the committee shall be comprised of a chair, appointed by the President, and two or three additional committee members, appointed by the Board of Trustees, from among the members of the Board of Trustees; the Treasurer may not serve on this committee. This committee shall be responsible for oversight and investigation of any matter or activity involving the Corporation’s financial accounting and financial reporting, as well as the internal controls of the Corporation, and shall have access to the Corporation’s records and external professionals to render advice and counsel to the Board of Trustees. This committee shall present its written report to the Board of Trustees annually.

Rationale: NAFA’s Audit Committee has historically concerned itself with reviewing receipts for NAFA expenditures to confirm that expenditures have been both properly documented and accurately reflected in NAFA’s accounting records. While review of expenditure receipts and accounting records is an appropriate activity for the Audit Committee of a nonprofit, tax-exempt organization such as NAFA, it should not be the Committee’s primary activity or responsibility; rather, the Audit Committee, which should be a subcommittee of the Board of Trustees comprised solely of members of the Board of Trustees, should have a broader responsibility to work with NAFA’s outside auditors to review and report annually to the Board of Trustees regarding NAFA’s financial accounting and reporting practices and internal controls. Because the Committee will be reviewing matters in which the NAFA Treasurer may have been involved, legal counsel has advised that the Treasurer should not serve on the Committee. The proposed amendment appropriately expands the role and responsibility of the Audit Committee and limits Committee membership to members of the Board of Trustees not including the Treasurer.

NAFA Fleet Management Association
125 Village Blvd., Suite 200
Princeton, NJ 08540

Telephone: 609.720.0882 Fax: 609.452.8004