Sarah Gazi, CAE
Call to Action: Read Your Bylaws
This post is going to sound a bit combative, but I promise it comes from a place of love.
Read your damn bylaws.
See? Told you it would sound combative. Before you think I’m just an angry association executive scolding people, hear me out.
I’ve seen it happen too many times: association leaders (staff included) who do not know what is in their bylaws. It becomes this “thing” stuck on a shelf collecting dust (not literally of course. At least I hope not, because they should be electronic). An organization’s bylaws are one of its primary governing documents. It is essentially the association’s constitution. They must be loved and nurtured, cared for and protected.
I’m not saying you need to memorize them, but know them. Make friends with them. They are there to help you. And if they aren’t helping you and instead hurting you then you and those bylaws need to have a little sit down and see how you can work better together. They aren’t written in stone. They can be amended. Of course, how to amend them is in the bylaws—so now you really need to read them.
Every board member should review the bylaws as part of their board orientation. It is often association staff that ensures compliance, but all volunteers should have a general understanding of them or at least know where to find them should they need to refer to them.
Here are just a few tips to get the most out of this important and powerful document:
If you can’t understand them, that’s a problem. They should be clear and avoid too much legal jargon.
They should be tailored to the needs of your organization now and in the future and not the needs of the organization 15 years ago. Times change. Technology changes. If your bylaws say anything about submitting ballots by fax, then you might want to assess if they need updating.
Find the balance between specific and vague. You don’t want them being too restrictive, but you also don’t want to be left with no clue. That is often where the next tip comes in.
Consult an attorney. Your bylaws are important enough that it is worth spending money to get legal advice. In theory, this won’t be a frequent expense, but it’s one worth investing in.
I’ve seen associations who need to update their bylaws almost yearly, and I’ve seen the other end of the spectrum as well. If they are properly written, you should not need frequent amendments. But also, don’t be afraid of amending them. Change is good and often necessary.
Whether your bylaws are well written or completely outdated, it is important to know where yours fall. I’m not going to lie; an association’s bylaws are not fun reading. I won’t be sitting on a beach anytime soon with a good set of bylaws to read. But all I ask is that those in leadership roles read them periodically to ensure good governance and compliance. You don’t ever want anything to come back and bite you because you just didn’t know.