Bylaws

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A Beginner’s Guide to Governing Documents & RulesI talk a lot on this blog about Robert’s Rules. But let’s be clear that Robert’s Rules (or your parliamentary authority of choice) is not the end-all, be-all. Truth-be-told, there are many sets of rules that your organization must follow. Here’s a quick primer on them and how they work together.

Statutes – These are rules enacted by a legislature. It is not uncommon for state statutes to speak to issues of quorum and notice, for example. If there’s a conflict between your organization’s documents and the laws of your state, follow state law. Not optional. To find the laws that govern your group, look in your state statutes for the category fitting your description: non-profit corporations act, property owners corporation act, etc.

Charter – A charter (and/or the articles of incorporation) is the document that says, “Your group is officially a thing.” It validates an entity’s existence and makes the name and purpose of the group clear.

Bylaws – Bylaws are specific to your group. They define the primary characteristics of the organization, describe how it functions, and state the rights and duties of members. As a rule, they shouldn’t be overrun with procedural details.

Bylaws also include rules that are so important they cannot (and should not) be changed easily. Generally they should include at least these nine pieces of information: name, object, members, officers, meetings, executive board, committees, parliamentary authority, and amendment procedures.

Parliamentary Authority – A group needs to pick a rulebook. Robert’s Rules of Order is not the only one, but it is a common option used to help facilitate the smooth functioning of an assembly and provide a firm basis for resolving questions of procedure. If your bylaws don’t designate an authority, please do yourself a favor and adopt one.

Special Rules – These rules supplement or modify the group’s chosen parliamentary authority.

Custom – What about practices that are basically treated as rules because “we’ve always done it that way”? Totally fine, as long as the practice doesn’t conflict with other rules (bylaws, parliamentary authority, special rules). If a custom breaks a rule, the solution is “easy”: either stop the custom, or adopt a special rule that allows it.

Standing Rules – This last set of rules is related to the details of a group’s management – administrative stuff. For instance, members have to wear an official nametag to get into the convention hall for the business meeting. It’s not parliamentary procedure – just a group method for making sure only members get into the meeting to vote and discuss.

If you’re overwhelmed at this point, don’t be. I’ve listed these types of rules in priority order. First consideration – state law. Last in importance – your group’s customs and administrative procedures. Everything in between counts, too, but just apply each type of rule following the order listed above, and you’ll be fine.

How to Ignore Robert’s Rules and Do Your Own ThingDoes parliamentary procedure matter? Absolutely. But we all know that Robert’s Rules can really cramp your style. (Eighth wonder of the world: A parliamentarian actually admits the frustrations of procedure!) So, some good news: Naming a parliamentary authority (such as Robert’s Rules of Order) in your bylaws doesn’t mean it becomes the bible. There are ways to tweak it to meet your needs. Enter: Special rules.

Special rules are rules that supplement or modify your parliamentary authority.

Special rules are rules that supplement or modify your parliamentary authority (that is, your chosen rulebook). These rules work because they’re specific to the needs of your organization.

Who Needs Special Rules?

I know what you’re thinking. We have enough rules. Who wants to add more – special or not?  Well, if Robert’s Rules is your parliamentary authority, I have two good reasons for you to add some organization-specific tweaks.

  • Reason #1: Robert’s Rules says that each member of a group can speak two times, and up to 10 minutes per time on each motion. Whaaat?! Kill me now, please. Unless you have the best Ted Talk ever on why we should have the 2020 annual conference on the moon this year, there’s pretty much no one I want to hear talk for 10 minutes about anything. No need to open the door and let Joe Talker have free reign. Even if he’s awesome. Or your best friend. Or influential for the cause. A special rule could limit speaking time to match the true needs of your organization.
  • Reason #2: Robert’s Rules provides a standard order of business that goes like this: (1) Reading and Approval of Minutes, (2) Reports of Officers, Boards, and Standing Committees, (3) Reports of Special Committees, (4) Special Orders, (5) Unfinished Business and General Orders, and (6) New Business. Ask yourself: Does this order work for us? I’ve talked before, for example, about how saving new business till the end of a meeting can kill productivity. And really, who wouldn’t skip the first 30 minutes of a meeting spent on committee reports with information everyone already knows or doesn’t care to know? A special rule can re-organize an agenda for efficiency.

The How-To on Special Rules

Adopting special rules takes a bit of forethought, but it’s not hard, especially if your rule has good rationale. You need either a majority of the entire membership or two-thirds of those present and voting if you give previous notice (meaning, a heads-up before the meeting that you’re going to vote on that rule).

Good to know you have the power, right? Make parliamentary procedure work for you – via properly adopted special rules.

3 Essential Facts about BylawsAs a parliamentarian, I’ve witnessed the confusion: Everybody’s cool with meetings and procedure until someone references the mysterious organizational “bylaws.” Instead of feeling comforted by this governing document, people suddenly realize they’ve never read the bylaws, can’t find them anywhere at headquarters or on the laptop of the last secretary, and have no earthly idea how they apply.

Here’s some basic bylaws info, plus why in the world they’re significant.

1. Bylaws Don’t Trump Everything

Let’s start with a simple truth: Bylaws are the go-to source for how an organization operates. They trump the parliamentary authority (think: Robert’s Rules) and any other rules that you’ve adopted. But bylaws aren’t always in charge. The law, your charter, and any other formation documents (such as, articles of incorporation) supersede the bylaws.

So, your bylaws can’t tell the organization to operate in a way that’s illegal or that’s contrary to the documents via which your group is legitimate.

Seems obvious enough, right? Well, the nuances of state law aren’t always intuitive or well-known. Best practice is to find the law that governs your kind of group, such as the property owners association act, non-profit corporations act, etc., and read it. Then check your bylaws to make sure that they don’t prescribe practices that are in direct conflict. And keep your research – you’ll need it any time bylaw amendments are in play.

2. Bylaws Should Major on the Majors

Bylaws exist to give an organization structure. They define the organization’s primary characteristics, how it functions, and the rights and duties of members.

With this principle in mind, please resist the urge to turn your bylaws into an encyclopedia that provides details on every topic your organization might need to address now and forever. Save the procedural and operational details for other documents – special rules, procedure manuals, etc.

3. Bylaws Should be Hard to Change

There’s an additional reason that bylaws should stay high-level: They are (or should be) hard to change.

Every organization is different, but typically, to change bylaws, you have to give everyone a heads-up before the meeting, and you need at least a two-thirds vote to adopt a change. (Letting you in on a secret here: It’s hard to get two-thirds of a group to agree on anything, let alone a change to a foundational document.)

So, the message is, don’t put anything in bylaws that you want freedom to change easily.