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19 April 2011

Let bylaws be bygones

Oh, if only! CSI's members approved amendments to the Institute bylaws twice in the last few years, and each time, those amendments required changes to region and chapter bylaws. Are we done now?

The answer will depend on how we want CSI to change. The Institute board may recommend that the bylaws be amended, as happened in 2006 when the board proposed changes intended to improve our governance process. Members also may propose changes; this year's amendment was the result of member requests to have a single type of full membership.

Let's take a look at bylaws, and see if we can dispel the mystique that surrounds them. I doubt we'll get to the point that you love them, but at least you should be able to say bylaws without a shudder.

I suspect most members have not read their chapter, region, or Institute bylaws. Until I became a chapter president in 2001, I gave them little attention myself; I figured they were someone else's problem. The general reluctance even to look at bylaws is not surprising. Written in the legalese we all love to hate, their very appearance is intimidating, and it seems they are discussed only at board meetings, and then only when required to try to solve a difficult problem.

Warning! Before we go on I must tell you - I am not an attorney, nor do I claim to be an expert on these issues. My comments are based on my last several years' experience on chapter, region, and Institute boards. Read at your own risk; past results do not guarantee future performance.

However, I am fortunate to have worked with members who are well versed in these matters, and, because I had to work with bylaws and with Robert's rules myself, I took the time to try to understand them. Although I wouldn't recommend them as light reading, they aren't really all that bad if you understand a few principles, and look at the big picture.

Corporations and organizations recognized by government agencies typically have a few basic documents that describe what they are and what their purpose is - articles of incorporation, bylaws, and policies or standing rules. In that order, each becomes more specific, and easier to change.

The foundation lies in the articles of incorporation. This document, especially for non-profit organizations, can be brief, stating the name of the organization, its general purpose, its home address, the names of those forming the organization, and a few other items of information. Many articles of incorporation refer to the organization's bylaws, which are used to provide more detail. Most states have specific requirements for articles of incorporation, and offer standard forms to simplify the process of incorporation.

According to Robert's Rules of Order, bylaws "should include all the rules that are of such importance that they cannot be changed in any way without previous notice…" In their simplest form, they need do only a few things, the most important being: define the makeup of the board of directors, describe the duties and powers of the officers, explain the procedures for calling meetings, define a quorum, and explain how to amend the bylaws. Bylaws usually defer further operational requirements to policies, standing rules, or an operating guide.

Policies govern matters that do not change the rights or responsibilities stated in the bylaws. For example, bylaws may require an annual meeting of the membership, and policy will state the specific date. Many things need not, or should not, be covered either in bylaws or in policy; the specific time of the annual meeting could be decided each year, based on availability of facilities.

As another example, bylaws may authorize the board to create committees, then allow policy to identify standing committees, what committee membership requirements are, and what those committees are to do.
Institute Secretary Sheryl Dodd-Hansen suggests thinking of these documents in terms we are more familiar with: the bylaws are the conditions of the contract, and the policy manual is the general requirements. The bylaws define the entities involved, their rights, and responsibilities; policies define the requirements for day-to-day operation of the organization.

In most cases, it is relatively difficult to amend bylaws, but easier to change policies. This helps ensure stability and continuity of the organization, but allows the board to act quickly to make policies fit changing conditions.

My experience tells me that the best bylaws are those that don’t go beyond setting the ground rules. Apparently, it’s tempting to expand bylaws with well-meaning requirements; often, these things sound good at the time, but later become obstacles that must be changed by amendment. Each provision should be evaluated to determine if it truly is essential in the long term, or if it is something better left to policy where it can be modified as needed. Is it necessary to state a specific date for an event? Some deadlines may be necessary, but before including a date in the bylaws, consider that an amendment will be necessary to change it. Does it make sense to have non-voting members on the board, or to require the presence of someone who is not a member of the board? Board members who are not able to vote may take their responsibilities less seriously, and a board is free to seek input from anyone, even if they are not board members.

Is it unusual to change bylaws? Well-written bylaws may not change for a long time, requiring amendment only in response to significant changes. Even though amendment is not a quick or easy process, bylaws should be changed when they no longer meet the needs of the organization. When change is necessary, begin by explaining the reasons for the revision, and leave the bylaws discussion for later. Members who understand why a change is necessary will find it easier to consider the uninviting text of the bylaws.

Although bylaws may not require change for many years, annual review of bylaws is a good idea, not only to see if there is reason to amend them, but to familiarize or re-familiarize members, especially those in leadership positions and those who aspire to leadership. Bylaws are more than a guideline; they are the rules that govern your organization, and the board is required by law to follow them.

With the recent changes in membership classification, this is a great time for all members to dust off those bylaws and learn what they say.

1 comment:

  1. It has been years since I last signed a contract with a client. This is not a reflection of the economy; a jpeg of my signature is already embedded in my master word processing document. If an issue ever arose, we have the "paper" trail of correspondence preceding and following the "signing" to demonstrate the intent. Fortunately, I have never been in a contest where the terms of a contract was at issue -- I could just as easily be working on a handshake.