Are Your Bylaws Serving Your Mission?
An association’s bylaws are the fundamental rules by which the organization governs itself, but they are by no means a static document. They should be reviewed regularly and updated as necessary to make sure they are adequately serving the mission of the organization. However, questions often arise among board members about how to implement and administer bylaws in the most effective way. How often should they be reviewed? What’s the best way to approve them? How should amendments be communicated to members? Abigail Lynn, executive director at the Clinical Laboratory Management Association (CLMA), offers some suggestions on how to effectively manage bylaws.
When to Review
When bylaws are out of alignment with the strategic direction of the association, it can lead to confusion, infighting, and possible legal entanglements. As the board is charged with setting the strategic direction of the association, it must also be diligent in monitoring the bylaws, said Lynn, who has helped several associations manage their bylaws in her career, including CLMA, an association which empowers laboratory professionals to achieve excellence in leadership. She recommends that at the very least, an association should conduct a full bylaws review once every three years. However, the bylaws should be reviewed sooner if there is a meaningful change to association policies and procedures, because it’s critical that they map to bylaws.
There are also other reasons to review bylaws at least every three years. One is to determine if there are any new state or federal laws that impact association governance. Another is to check if there are outdated bylaws that are unsound or no longer apply to the association. A third is to use the bylaws to provide board members with a review of their duties and responsibilities, as well as the rules that guide the organization.
When embarking upon a bylaws review, many associations appoint a committee to oversee the process. One best practice is to allow an attorney to conduct the initial review. The attorney will be able to identify gaps or issues much more quickly than a committee or staff. In addition, they will prove helpful in building consensus around any changes that need to be made. An attorney can also present the board with his or her recommendations, along with a detailed rationale. Often, it’s more difficult to arrive at consensus around recommendations when a committee or larger group conducts the review instead of an attorney. “I've seen it where we've spent months trying to gather consensus, but when we brought in legal counsel, consensus was gained a lot faster because it came from a trusted expert,” said Lynn.
Keep Them Flexible
To reduce complications and avoid having to make frequent bylaw changes, CLMA words its bylaw amendments to allow for flexibility, said Lynn. This is accomplished by leaving specific information out that might change from time to time. “You build in flexibility so that the bylaws will actually adapt with the organization in the future,” she said. “Specific details should be put in your policies, but not necessarily in your bylaws,” Lynn said.
For example, with Lynn’s group, language related to things like voting processes, officer removal, committees, and number of board meetings is left as general as possible. Spelling out detailed specifics for something like the process for officer removal could cause complications and unnecessary hurdles. Lynn recommends wording the bylaws to give the board the flexibility to remove a board member as necessary. In other cases, bylaws that list all the board’s standing committees means that the bylaws must be changed every time the name of a committee changes or dissolves. But it can be avoided by using language that states the board will have the appropriate number of committees, or the board has the authority to create and dissolve committees as necessary.
Lynn also notes that associations are building in more flexibility in how they approve bylaw changes. A growing number are approving bylaw amendments by a simple vote of the board. However, most organizations require a vote by their membership to amend them. Traditionally, the membership vote is conducted by paper ballot, or by a live vote at a town hall-style meeting. But that’s starting to change as well.
These traditional methods can be restrictive, particularly when more rapid action is required. Vote by paper ballots not only requires money to produce and mail the ballots and materials, it also takes time as members usually have 30 days to return their ballots. Further, live votes at a town hall are usually called for at large gatherings of the association, like an annual meeting, which only happen once a year. “These methods can delay the process and hinder their ability to move forward,” said Lynn.
With CLMA, Lynn has started doing bylaw votes electronically. “We put on a webinar for membership and explain the proposed bylaws, and then give them the opportunity to vote on the spot via the webinar technology,” she said. Members of the board, the executive director, and perhaps an attorney lay out the proposed bylaws amendments to the audience on the webinar and answer any questions that arise. Then the members in attendance vote yea or nay and the amendments are approved, or rejected, virtually immediately. Other associations hold votes by conducting online surveys.
A key requirement of any bylaw amendment process is to be transparent and clearly communicate the changes to members. Boards can make sure changes are understood by membership by sending them information in the mail, posting materials online, and communicating changes at live and virtual events. “If there's one person that doesn't understand or doesn't have the right context, they can talk to all their friends and colleagues and, suddenly, our bylaws changes are not getting approved,” she added. In addition to explaining the changes and why they are necessary, it’s useful to position them in a way that speaks to the larger benefits, such as how they will ensure the organization’s relevance and serve members.
Lynn has found that by effectively managing bylaws, associations can save time and money, reduce their risks, and keep the association moving forward. When there are longer gaps between reviews, that’s when things can get out of alignment and larger changes are required, which can impede progress.
APRIL 2018 EDITION
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