Taming the Bylaws Monster

Did you ever notice that no one seems to look at the bylaws of an organization when everything is running smoothly? Then one fine day a board member, who has missed four of the last six meetings, makes some embarrassing public pronouncement. Now what? This is only one of the areas where your agency’s bylaws can help. They will tell you what your organization can do or what it must do in this and many other situations.

Keeping your bylaws up to date is a critical, strategic task. But it often gets pushed down to Priority #93 and ignored totally in the press of daily business. Many people feel that they don’t understand their bylaws at all, so they avoid even looking at them. They may also believe that in order to make the bylaws “right,” a lawyer — and all that attendant cost — is required.

Simply put, the bylaws are a system for governing the internal affairs of an organization. They are a living document that grows with the organization and prescribes its functions and limits. While bylaws cover a pretty standard collection of topics, the specific rules are particular to each organization and reflect its mission and values.

For example: a quorum is the portion of a voting body that must be present to conduct the business of an organization. The definition of that portion is a standard part of all sets of bylaws. But did you know that the actual percentage is not standard?

The U.S. Constitution, the bylaws of the United States, sets out the legislature’s quorum in Article 1, Section 5 … “a majority of each [house] shall constitute a quorum to do business.” That means at least 51 senators, a simple majority out of 100.

But if your organization is new or small and you’re relying on the board’s input to make most of the decisions, then perhaps you might decide that 3/5 or even 75% of voting members must be present. All of these choices are legal. But the one that’s right for your group might not be right for mine.

When it’s time to review your bylaws, start by making a list of the changes that have been proposed or that are simply being talked about. For example, maybe term limits are being discussed as a way to get new blood onto your board. Write down why you think these changes are needed. What other systems or structures of the organization will be affected by this change?

In my experience bylaws are rarely light reading, but they are in English. Plan enough time to read and digest them. Look for the sections with which your new plans might intersect. Talk with other people about what is in the best interest of the organization. Finally, draft the changes and prepare for the voting process for their adoption.

About the author:
K. Kerchner McConlogue, CPCC, PCC is a Baltimore-based coach in private practice who also works to map the future of organizations. For more information about how to update your bylaws go to www.fixmybylaws.com.

(c) 2006 K. Kerchner McConlogue, CPCC, PCC

2 thoughts on “Taming the Bylaws Monster

  1. Tom Renk

    We have had a Board Member who has fulfilled his two, 3 year terms, finishing as Vice president. Those are term limits. He would now like to serve as President in the coming year, but there is no provision to extend his tenure. Must we initiate a bylaw amendment to accomplish this result?

  2. kerch Post author

    Without seeing the whole document, I can’t be sure. AND I’m not a lawyer. .. You don’t say how long the officers’ terms are or how old your organization is. All that could add useful information to the discussion. BUT If you do decide to change the bylaws for this guy, I’d suggest looking at it as a change to cover VPs becoming Presidents. It would seem that might become a fairly common situation.

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