Leadership Notes #24 – Bylaws

(This series of “notes” first appeared in the YahooGroup “VenturingList” and are written by Michael Brown. I thought that they were worth sharing with the Commissioner Corps.)

(part of the parliamentary procedure subseries)

Bylaws (one word, no hyphen) are one of the most important documents for many organizations. Bylaws define the organization and how it functions. Without them, a lot of information about how the organization operates is unknown (in several prior Notes, I pointed out some of this information). Sadly, I have found that among too many scouters there is a shocking (to me) ignorance and misunderstanding about bylaws. This I find problematic, as they will often misinform the youth they lead or advise.

Some of the misperceptions of bylaws I have heard within scouting: “we don’t need bylaws, we have the Scout Oath and Law.” [or for Venturing, the Venturing Oath and Code] The mistake here is thinking that bylaws deal with behavior. They don’t. They deal with how an organization is run. The Venturing Oath/Code (or scout oath/law) will not tell you what the duties of your officers are, or when elections for your crew will be. That’s why you have bylaws. Another I hear is “we don’t need bylaws, all that information is in national documents.” Again, incorrect. The national documents may give recommendations, but the details of many things are left to the individual crews. The national documents will not tell you the duties of YOUR officers, only suggestions. Nor will they tell you when elections are held or your meeting quorum or the like.

Bylaws are actually but one of several documents an organization may have, but one of the most important for most members. This Note is a very high-level overview on bylaws, which I hope to supplement with a longer work devoted to crew bylaws.

So let’s start off with some basics. Formerly, it was common practice to separate the rules governing an organization into two separate documents–a “constitution” and “bylaws.” Later on, it became the recommended practice to combine these two documents into ONE known formerly as a “constitution and bylaws” and now simply as the “bylaws.” (been so since the 1960s or so) However, some organizations (and individuals) haven’t “gotten the message” and you still see groups that create separate constitutions and bylaws. There is no advantage to do so, so please don’t.

Bylaws can vary in size from one to fifty pages. Like clothes, bylaws should be made to fit the organization they are meant to serve. No one set of bylaws is appropriate for all organizations. National does provide a very basic template for crew bylaws, which is a decent starting point. You may find this in the “Venturing Leader Manual”.

Another document that many organizations have as well is their “Standing Rules” (these may be called “policies and procedures” or the like). This gives additional, procedural rules of the organization which don’t really belong in their bylaws. An important feature of standing rules is they are easier to adopt and change, so some information is really more appropriate for them. Such information can be dues amount, meeting time/location, and the like. So, for instance, your bylaws may state that you have meetings at least twice a month. But in your Standing Rules would be the details of your meeting, giving day (maybe the second and fourth Monday or perhaps every Monday), the time (7:30-9pm), and location (St Andrews Catholic Church, Room 101). If something were to occur such that you would need to change your meeting location, it would be easy to change the Standing Rules, as it just takes a 2/3rd majority vote at a meeting, whereas with bylaws, it typically requires prior notice to do so (say 10 days before a meeting with email sent out). Hence, having this in your Standing Rules would be better.

The following tips are applicable to most bylaws:

* Language should be clear and concise. (if it’s not clear, it can lead to confusion and differing opinions as to what it says)

* Sentences should be structured so that it is impossible to quote provisions out of context.

* A standard format (as seen below) can help in avoiding repetition and in locating provisions.

* Do not include requirements from state law or higher governing authorities (this gives the appearance that these rules can be changed). More appropriate is to cite that you must follow these higher governing authorities.

* If the bylaws state that elections are to be by ballot, this provision cannot be suspended (even if there is only one candidate for office). (We covered elections in a prior Notes, and noted that election rules are one of the most important purposes of your bylaws. When they occur and how they are run is very important, so be sure you have this covered.)

* Make provisions for calling special meetings. (including who can call them)

* Clearly define the duties and powers of any executive board or committee. (and who is on it)

* List a book as a parliamentary authority to be followed at meetings. (whether its “Roberts Rules of Order, Newly Revised” or what have you. These works will also tell you the appropriate text to include.)

* Describe the method (including any notice requirements) for amending the bylaws. (nothing is worse than having to change your bylaws and having no idea how to do it)

* Be careful not to set a quorum for meetings that is too high and may be difficult to obtain. (we also noted the important of setting quorum in a prior Notes)

* Do not place purely procedural rules, such as the order of business for meetings, in the bylaws. (these go in your “standing rules” and the like)

The standard set of Bylaw sections are as follows. You can add additional sections as your organization sees fit:

I. Name
II. Object
III. Members
IV. Officers
V. Meetings
VI. Executive Committee/Board
VII. Committees
VIII. Parliamentary Authority
IX. Amendment

A brief explanation:

Name. What is the name of your group? “Venturing Crew 123” would be fine.

Object. What is the purpose of your group? Here would be a good place to define your crew’s specialty.

Members. What kind/level of members do you have (active, associate, etc)? What are their rights? How does one become a member? How can one be dropped as a member? Etc.

Officers. Who are your officers, their duties, what happens if an officer steps down, how do you remove an officer, how are they elected (do you use a nominating committee, candidate forms, candidate forum and such), what is their term of office?

Meetings. What kind of meetings do you have (regular, special, annual), how often, who calls them? What is quorum?

Executive Committee/Board. Who is on it, what are its purposes/duties, etc.

Committees. What are the standing committees (permanent committees) within your crew (we are NOT speaking of the Crew Committee of adults), their duties, how are the chairs and members selected, etc. How can special (ad hoc, as needed if your will) committees be formed and by whom.

Parliamentary Authority. What is it?

Amendment. How do you amend your bylaws?

You can have more, but these cover the basics.

Once you have a set of bylaws, what do you do with them? Well, all members should be provided with a copy. Any new members should be provided with a copy as well. Putting the most recent version of your bylaws on your website is a good idea, both for members who might need access to them, as well as new members considering joining. At meetings, it’s a good idea that at least the president and secretary have copies of the current bylaws in their officer notebooks. There is nothing secret or sinister about bylaws. In fact, some organizations I am part of provide a regular “Members Guidebook” which contains all the current operating documents, the current officers, members list, and other information on the organization. This is provided to all new members, and the guide is revised and republished when a new group of officers are elected. (the cost of producing this work is part of the membership fees).

So, any resources for Bylaws? Yes, a few. The late Joyce Stephens has a nice work “Bylaws: Writing, Amending, Revising” (2nd edition, 2000) that you might come across. The National Association of Parliamentarians (www.parliamentarians.org) has a great work called “What Does it Say in the Bylaws: Writing, Amending, and Interpreting Bylaws” which is part of their Pathways to Proficiency series.

(based on Jim Slaughter’s on-line document Bylaws Tips http://www.jimslaughter.com/bylaws.htm)