Petition 1: Separation of Financial Authority and Operations

Proposed Bylaw amendment: new Bylaw VI.C and Bylaw XIV.B

The NSS has two senior paid staff jobs. The executive director runs the Society day to day. The secretary-treasurer looks after the money: overseeing the books kept by the Accounting and Finance Division, handling the bank accounts, and reporting to the Board on where every dollar goes.

Good practice keeps those two jobs in different hands, for the same reason a household or a grotto does not let the person who writes the checks also be the only one who balances the checkbook. Each job checks the other. That is not a judgment about anyone’s honesty. It protects the Society and it protects the people doing the work.

What Petition 1 does

Keeps the executive director and the secretary-treasurer as two different people, including when someone is filling in on an interim basis.
Makes sure the secretary-treasurer cannot be hired, fired, or have their pay set by the person whose spending they check without Board approval, and has the Chair of the Board, not the executive director, evaluate the secretary-treasurer each year.
Keeps the books under the secretary-treasurer, as the Society’s organizational chart already shows.
Requires basic checks so that no single person both approves a bill and pays it.
Makes the separation changeable only by a vote of the members.

The petition

We, the undersigned voting members of the National Speleological Society (NSS), request under Bylaw XIV.A.3 that the amendments to Bylaws VI and XIV set out below, as a single proposal, be submitted to the voting membership with the next NSS election of directors that has a deadline for nominations at least 30 days after this petition is delivered to the Chair of the Board. If approved by a two-thirds favorable vote of ballots returned and marked on the proposal, the amendments become effective when the elected directors are seated.

Read the full text of the proposed amendment

Inserted text is marked <<…>> per Act 08-190. Parts 1 and 2 are submitted together as a single ballot question.

Part 1. Bylaw VI.C (new section)

<<C. Separation of financial authority and operations

1) The Secretary-Treasurer is a paid employee of the Society, regardless of job title. The Secretary-Treasurer must hold custody of Society funds, must be responsible for maintaining the Society’s financial records, and must prepare the Society’s financial reports and financial statements for the Board of Governors and the Financial Review Committee. Acts of the Board assigning financial authority to the Secretary-Treasurer must be consistent with this section.

2) Notwithstanding Bylaw VI.A, the Secretary-Treasurer is hired by the Executive Director with the approval of the Board of Governors, may be dismissed only with the approval of the Board of Governors, has compensation set by the Board of Governors, and reports on financial matters directly to the Financial Review Committee and the Board of Governors. On all other matters, the Secretary-Treasurer works under the direction of the Executive Director.

3) Except as provided in clause 8, the Executive Director and the Secretary-Treasurer must not be the same person at any time, whether permanently or on an interim or acting basis. A person serving as Secretary-Treasurer or performing the duties of that position must not serve as Executive Director or exercise the authority and powers of the Executive Director, including under Bylaw VI.A.6.

4) When the Secretary-Treasurer position is vacant, the Board of Governors must assign its duties to a person who neither serves as Executive Director nor exercises the authority and powers of the Executive Director. The person assigned those duties is subject to the financial reporting, supervision, and separation requirements of this section.

5) The Chair of the Board, with input from the Financial Review Committee, must evaluate the Secretary-Treasurer annually and report the evaluation to the Board of Governors. The Executive Director may provide input but must not conduct the evaluation or set the compensation of the Secretary-Treasurer.

6) No person may both approve a specific expenditure and disburse, record, or reconcile that same expenditure. Approval of the annual budget alone does not constitute approval of a specific expenditure for purposes of this clause. Bank and other financial account reconciliations must be performed by a person who neither disburses payments from nor records transactions in the account being reconciled. The Board of Governors must maintain Acts implementing these requirements, including signature authority under which no single person both approves a specific payment and signs or otherwise releases that payment.

7) Except as provided in clause 8, the Board of Governors must not combine the functions of the Executive Director and the Secretary-Treasurer in any position, however titled. Except as provided in clause 8, and notwithstanding Bylaw VII, any division, employee, or contractor that keeps the Society’s books or financial records reports to the Secretary-Treasurer on those matters, and the Executive Director must not head, direct, or personally perform that work. Within 90 days after this section takes effect, the Board of Governors must amend or repeal any Act inconsistent with this section. Until then, this section controls over any inconsistent Act.

8) Transition. When this section takes effect, the incumbent Secretary-Treasurer continues in the position under clause 2 without being rehired. If one person then holds both positions or performs both sets of duties, that arrangement may continue only during a transition period of no more than 90 days. Before that period ends, the Board of Governors must assign the positions and duties to different persons in compliance with this section. This temporary exception applies only to an arrangement existing when this section takes effect.

9) This section may be amended or repealed only by a vote of the membership under Bylaw XIV.B.>>

Part 2. Bylaw XIV (amendment)

Insert at the start of XIV.A:

<<Except as provided in Bylaw XIV.B,>> these bylaws may be amended only by:

Add a new XIV.B:

<<B. This subsection, including its requirement for membership approval, and any bylaw section that states it may be amended or repealed only by a vote of the membership may be amended or repealed only by a two-thirds favorable vote of ballots returned and marked concerning the proposal. No amendment elsewhere in these bylaws may remove, limit, or circumvent this requirement without the same membership approval. The proposal may be placed on the ballot either by petition under Bylaw XIV.A.3 or by a two-thirds vote of the Board of Governors. A proposal under this subsection must be submitted to the voting membership along with the next NSS election of directors that has a deadline for nominations at least thirty days after the signed petition has been given to the Chair of the Board or the Board has approved placing the proposal on the ballot. Board approval of the substance of the proposal does not substitute for membership approval. The amendment or repeal takes effect when the elected directors are seated.>>

Signers must be voting members of the National Speleological Society in good standing.

Sign the petition

Questions about Petition 1

Why is this needed now?

The Secretary-Treasurer does not appear in the Bylaws at all, and nothing in the Bylaws prevents one person from holding both the Executive Director and Secretary-Treasurer positions. Bylaw VI.A.6 provides for an interim executive director but places no limit on who may be seated. Today one person holds both positions.

The Society’s organizational chart places the Accounting and Finance Division, which keeps the books, under the Secretary-Treasurer. Bylaw VII and the October 2026 Executive Director job posting place every division, including Accounting and Finance, under the Executive Director. Petition 1 settles that conflict in line with the organizational chart, so the books stay with the person responsible for financial control.

At its July 2026 summer meeting (sessions of July 6 and July 10), the Board reassigned financial duties between the two positions by Act. That split works only if two different people hold them. When one person holds both:

The person who proposes the budget (Bylaw VI.B) is also the person who enforces it (Act 16-040).
The person who receives incoming checks (Act 15-017) is also the person who negotiates them (Act 15-018).
The person who opens and closes bank accounts (Act 15-573) also designates the other authorized signers.

The Board’s Code of Ethics (Appendix BR) already directs everyone in the Society to avoid situations where a single person controls expenditures without oversight. This amendment applies that existing standard to the Society’s two senior paid positions.

Why a Bylaw instead of a Board rule?

Financial duties were moved from the Secretary-Treasurer to the Executive Director by Act in 2024, and back to the Secretary-Treasurer by Act in 2026. An arrangement that any Board meeting can reverse does not provide durable protection. A Bylaw sets the separation as a structural rule, while the Board stays free to set dollar limits and day-to-day procedures by Act.

Why does the Secretary-Treasurer’s reporting line matter?

Under current practice the Secretary-Treasurer is hired by the Executive Director. Separating the two positions without addressing the reporting line would leave the person responsible for financial control dependent on the person whose spending they review. Clause 2 keeps the Executive Director’s role in hiring but requires Board approval to hire or dismiss the Secretary-Treasurer, has the Board set the Secretary-Treasurer’s compensation, and gives the Secretary-Treasurer a direct line to the Financial Review Committee and the Board. Clause 5 moves the annual evaluation to the Chair of the Board. Clause 7 does the same for the books: whoever keeps them reports to the Secretary-Treasurer, as the organizational chart already shows, and the Executive Director may not direct that work.

Why can only the members change it?

The Bylaws can now be amended by the Board alone, so a Bylaw by itself could be undone at a single Board meeting. Clause 9 and the new Bylaw XIV.B reserve changes to this section to the members, by the same two-thirds vote the Bylaws already require for a member referendum. The Board can still propose a change and place it on the ballot, but only the members can adopt it. The two parts are one ballot question, so the protection cannot pass without the rule it protects, or the reverse.

What doesn’t it do?

It does not create new jobs. Both positions already exist and are already paid.
It does not remove anyone. Clause 8 keeps the current Secretary-Treasurer in place and gives the Board 90 days to assign the two positions to different people.
It does not reorganize any division. It confirms the reporting line already shown on the Society’s organizational chart.
It does not set dollar thresholds or signature limits. Those remain for the Board to set by Act under clause 6.

A companion list, “Acts Affected by Bylaw VI.C,” identifies Acts that would need amendment or review. It is explanatory only and is not part of the proposed amendment.

Is this about any individual?

No. It is about how the Society is structured. The rule applies no matter who holds either position.