About Kerch and Bylaws
When I got stuck with my first assignment to look at a set of bylaws, I groaned. But I was President-Elect. I think it’s fairly common, someone who’s interested but has no other pressing responsibilities, gets stuck with a job like this.
All the chapters of this particular national organization were charged with adjusting their local versions to include a couple of important sections.
I had a few people who signed on to give me “an hour or two” to work on the adjustments. (Whew! Not nearly enough time!) One was a new lawyer — new in practice and new in the organization. All of her suggestions were about how to be sure that nothing we said could ever be used against us. In short, she made the process complicated, and worse, because she didn’t know the organization, she had no idea about how we were already doing things – processes that were working quite well.
The other person was a long time member who knew the “whys” of everything and was often surprised when she found some things in the bylaws at all.
There was an antiquated method for voting and a short deadline for compliance. So stepping up to the plate, I did what any committed volunteer would do. I fixed them myself. Then I explained and re-explained what I’d changed and why, why it was either required by national or made sense for us. (That’s when I began to work out the presentation part of my “Bylaws from Scratch” book.)
I learned some other very important lessons in the process:
- One person should not do all the work. It’s a real burden. And worse, it could be a real problem for the organization when only one person has their hands in that pot. Oh, the mistakes she could make and the liberties she could take.
- Particularly because (this is what we call an “elephant in the corner,” the thing no one talks about) when only one person knows what’s in the bylaws, that person has tremendous power in the organization. It’s like playing Monopoly with a bunch of people but only one person knows the rules. And generally, that guy doesn’t share them well. (Four years after I did the work for that organization, and after I’d left the organization, I still get calls from people asking, “What do the bylaws say about…?” That, my friends, is very scary!)
- Depending on your organization, that power can be underutilized or wielded like a very big stick. If no one knows the rules, the board spends time every time deciding how to decide. What a waste of time! If one person THINKS he knows the rules, then sometimes you make bad decisions based on in accurate information. Also a recipe for problems.
In my first two years in this business, I coached a couple groups through the building of bylaws from scratch.
In new groups, a dedicated group of people, who were committed to the ideals, vision, and purpose of the organization, get together to really think ahead about how they want things to work. It is like participating in the birthing of a baby – decorating the nursery, naming the child, thinking about what rules they’d like to have when the kid goes to school or wants to quit. It’s all about the grand vision for the future. Everything is possible.
An outsider, a coach, can ask questions that new parents sometimes just don’t like to consider. In the loving beginning, no one expects anything bad to happen. You don’t, pre birth, plan for what to do when bad kids encourage your baby to take drugs or steal a car. But in the early days of an organization, an outsider can ask, “What will you do if you have a board member who never comes to meetings?” or “What will you do if the organization fails?” You surely can’t plan for everything, but you should plan for some things.
Bylaws are not a static document. Sometimes the rules need to be revised. Things change. Opportunities and threats present and must be addressed. It’s like adjusting the family rules to make them appropriate for your good-kid who just got his driver’s license. Those old rules about not crossing the street without holding a grown-up’s hand just don’t make sense any more.
Every couple of years you have to reread the document and consider it in the current state of the organization. Here again an coach can be a valuable asset in the process. I will read your bylaws as they really are and not as you imagine they are. I will ask questions about how your rules are working for you and help you see where they might be improved.
I have read several sets of bylaws for groups preparing to make changes in them. It is amazing what you can learn about how things are done, or supposed to be done, by reading the bylaws.
I read, for a neighborhood organization, a set of covenants – which are not exactly the same as bylaws but have some similarities. Those rules said that certain fees were to be paid to the owner of the property. But, in fact, they were paid to the organization. Now the owner may have at some time assigned that responsibility to the association, but no one, including the owner, was sure if that was the case. It’s not a problem unless suddenly the owner decides that HE wants the money. Then what?
And finally, someone who sees the whole process, knows how far along your team really is, and how far there is to go, is key in keeping the project moving forward. Building bylaws from scratch or revising an existing set are tedious tasks – critical, but often tedious. It’s easy to get tired of the job and just rush through some spots. You think they’ll look at those spots the next time, but finding people to do the job is never easy and that project will keep getting put off.
If you commit to the task, then do it. Finish it.
If you’re worried about it, get help.
Call me.
I think this stuff is fun!
