It’s a new year, and if you have not already done so, take time to review your constitution and bylaws! Your C&B are the rules an organization considers so important that they cannot be changed without prior notice to the members and the vote of a large majority. More than that, they are a corporate record that must be kept permanently.
Get your timeline together. Start now so that you can have a final draft ready to distribute in advance to members. How much notice do you have to give members of proposed amendments? This should be in your C&B in an article entitled “Amendment.”
The basics. An example of unit bylaws is available in the ALA Unit Guide at www.ALAforVeterans.org. However, it is just a GUIDE. Robert’s Rules of Order, Newly Revised, provides guidance on the items to include in a typicalorganization’s bylaws.
Article I: NAME of the organization
Article II: OBJECT — the purpose of the organization
Article III: MEMBERS — Membership; classes of membership and eligibility. (This is one area you can copy directly from the national C&B, using the footnote pattern.)
Article IV: OFFICERS — Officers and duties, nomination and election process, term of office, removal from office, filling a vacancy, limitations on holding office.
Article V: MEETINGS — Regular, special, electronic, and quorum needed.
Article VI: EXECUTIVE BOARD — Composition, duties and powers, meetings and quorum.
Article VII: COMMITTEES — Composition and purpose of standing committees; special committees and how they are appointed; ex-officio members.
Article VIII: PARLIAMENTARY AUTHORITY — The ALA uses Robert’s Rules Newly Revised.
Article IX: AMENDMENT OF BYLAWS — Advance notice of amendments, how it is to be given, approval vote needed.
Who should review them? Set your organization up for a successful adoption process by assembling a small groupof knowledgeable members together who have experience in writing governing documents. This is not a time to go solo!
Unit and department bylaws need to be tailored to meet the needs of the level of the organization; however, bylaws cannot be in conflict with the national bylaws. For example, a large unit may write into its bylaws that it will have chairmen for each of the programs of the organization — and the ALA has a LOT of programs. Some small but still very active units don’t have enough members to appoint to chair all the committees, choosing instead to focus their efforts on just a couple of the Auxiliary’s programs. So be careful with using “must” and decide when you need the more flexible “may.”
Amending governing documents is accomplished, basically, with a motion. The national organization uses the three-column format (available as a free template on the national website) to present proposed changes: it shows the current wording, the wording with changes marked, and then the wording if adopted. It also explains in a rationale the reason for the change and any consequential changes as a result. That way, you can change every reference of “committeewoman” to “committee member” without putting each reference in a separate motion and on a separate three-column form.
Be compliant. All incorporated nonprofits are accountable to the laws of the state in which they are incorporated. A professional registered parliamentarian can review your documents to identify any areas in your documents where you might want to ensure compliance with your state laws.
After the vote. Keep good records of when changes are implemented, and update the official governing document. This is a corporate record. All members, not just the leadership, are entitled to access to the governing documents, so it’s a good idea to make these easily available to your membership.
Revised C&B booklet now online
The 2022 National Convention delegates and National Executive Committee were hard at work last August, making impactful changes to our governing documents. Go to www.ALAforVeterans.org for the latest version of the ALA National Constitution, Bylaws and Standing Rules, available for free download. Printed copies are available for purchase through American Legion Flag & Emblem Sales at emblem.legion.org or 1-888- 453-4466.