One positive effect of the recession is that many associations have become more effective in research and planning, program development and evaluation; marketing and communications; and finance and operations. There is now more attention being focused on governance systems that reflect that same kind of effectiveness and responsiveness in rapidly changing times. A recent question about the need for bylaws changes to reflect a more contemporary role of the chief staff officer and board prompted some general advice about proposing bylaws amendments to bring about changes in governance. Most associations are unable to drive change by merely proposing bylaws amendments. In fact, they can inadvertently (or sometimes on purpose) start a fire storm if the first time a member knows about impending change is when they see proposed changes to the bylaws.
When we do governance projects with associations, we pay attention to the three aspects of governance (structure, process and culture) and have the board (and other stakeholders) identify at the end of the process where changes to the bylaws are needed to affect a more nimble and knowledge-based governance system. Often, it is not the bylaws that need substantial change. Well written board policies are needed to support a process to integrate strategic thinking and planning and assure that the board performs their important oversight role. Those policies should also clarify the relationship, roles and responsibilities of the chief staff officer with the board.
When there are multiple substantial changes being considered as amendments to the bylaws, the organization is most likely in need of a complete revision. Hire a parliamentarian to assist you with both the writing of the new bylaws and the process for getting them adopted. Bylaw amendments or a revision should be reviewed by legal counsel (after the parliamentary assistance) to make sure they are compliant with state and federal law.
The parliamentary consultation is relatively inexpensive, especially in comparison with the mess you can get yourself into with poorly written governing documents – including those that are so full of legalese that members won’t read them and board members don’t understand them. If you need to seek parliamentary services, there is a referral service at www.parliamentarians.org. Make sure that your bylaws have a parliamentary authority listed. This can be useful when situations arise that your bylaws and policies do not address. The most current edition of Roberts Rules of Order, Newly Revised or the Standard Code are the most common.
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