Bylaws again?

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; often written in the legalese we all love to hate, their very appearance can be intimidating, and it seems the only time we look at them is when we're in trouble.

Why revise them again? Because we are in trouble.

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 address only a few things: the makeup of the board of directors, the duties and powers of the officers, procedures for calling meetings, what constitutes a quorum, and how to amend the bylaws. It's important to note that good bylaws do not try to define everything; they defer further operational requirements to policies.

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 when it happens. Many things need not, and should not, be covered in bylaws.

The combination of bylaws, which are difficult to change, and policies, which can be changed more easily, helps ensure stability and continuity of the organization but allows the board to act quickly to make policies fit changing conditions.

The latest bylaws proposal is more than a tweak, like the recent change in membership classification (though it was a big tweak!). In some respects, it is a continuation of the governance amendments of 2008, but it is more than that; it is nearly a complete rewrite of our bylaws. In addition, Institute policies also will be rewritten, not only to conform with the revised bylaws, but to clarify the roles of the board and staff, to eliminate micromanagement, to remove conflicting requirements, and in the end, to streamline the operations of both the board and staff. In many ways, I consider the revision of policies to be more important than the bylaws changes.

Thus far, two of the changes have drawn a lot of criticism: The change in roles (and titles), and the terms of office.

My first reaction to the change from board President to Chair of the Board was, "Seriously? That's worth changing the bylaws?" Others have objected on the grounds that President is a more impressive title. However, while President may sound more impressive, in the world of business it's the board of directors that hires and fires the president and other officers (and yes, CSI is a business). In the same vein, the CEO is in charge of running the business, as directed by the board of directors.

As for terms of office, I recall thinking, while serving as chapter president, "This year is going too fast; I need more time!" I have heard similar comments not only from other chapter presidents but from Institute presidents as well. Even though the president doesn't dictate what the board does, changing focus every year interferes with everything the board does. Some have said four years (two as chair-elect and two as chair) is too long, but in most cases presidents have served not only a term as president-elect but a term as vice president or director, for a total of three or four years.

After going through the new bylaws and reading the supporting material, I concluded that the results will improve the way CSI operates. Let me rephrase that - it will make it possible to improve the way CSI operates.

What happens will depend on how the board and staff implement the changes, and, more importantly, it will depend on the board completely changing the way it has done business. Frankly, if the board continues doing things as it has in the past, there will be nothing left to govern.

For many years, CSI's real challenge has been finding something that will again make CSI membership valuable. The declining membership, which the board has at last formally acknowledged, shows that even long-time members no longer find membership worthwhile. We still attract new members, but most stay only a year or two. We have blamed membership problems on many things, but ignored the basic issue - that we have little to offer. Fifteen years ago, we blamed the economy, but membership never rose in response to an improved economy. We blamed the membership categories, claiming people wouldn't join if they wouldn't be considered "professional;" we fixed that, and it made no difference. We blamed the membership application form, but simplifying it apparently didn't increase the number of new members.

The real problem is that we offer little that will attract new members or retain them. When asked what CSI has, I hear "networking," but a generation raised with the Internet has all the networking it needs. I hear "certification," but I can't tell a new member that CSI certification is required by anyone. I hear "education," but AIA seems to have a lock on that.

I will vote in favor of the new bylaws to make it possible for the board to refocus. And then I will challenge the board and our members to restore value to membership, to provide something the construction industry needs, and to make CSI certification important to more than CSI members.

If you haven't already, go to www.csinet.org/main/community/CSI-Biz/bylaws-referendum, and learn about the bylaws proposal.