What Do Your Bylaws Say?
What Do Your Bylaws Say ?
When answering E-Mail or many phone calls, people will ask, "what does Robert's Rules say about this?" I then get out my Robert's and find the needed answer, only to find out the answer to the person's problem was really in the bylaws!
Let me share an experience that I had recently: A man called who was very distraught about an election of board members. There were illegal ballots and the president handled the election in a reckless way; needless to say there was great confusion on the ballot committee. Was there anything that could be done? I researched Robert's and consulted with other parliamentarians. Then when the bylaws and the ballot committee's standing rules were faxed to me, the answer was right there in the bylaws and standing rules! The organization's bylaws were very specific about how the ballots were to be marked by the members and how they were to be counted by the ballot committee. Because the bylaws were not followed, the election was null and void. The procedure in Robert's concerning ballot elections had nothing to do with this election because the procedures were clearly stated in the bylaws.
Government Documents in Relation to Bylaws
Did you know that there is a ranking of governing documents just like there is a ranking of motions?
All organizations should have a set of bylaws which specifies: how the organization is governed, what its object or purpose is, how someone can become a member, the duties and obligations of members, how officers are elected, and each officer's duties, how many business meetings there are in a year, the names of the standing committees, the name of the parliamentary authority, and how the bylaws are amended.
If an organization is affiliated with a parent organization, then the bylaws must agree with the provisions of the parent organization. If the bylaws disagree, then the parent organization's bylaws take precedence. That means if there is a conflict between the parent organization's bylaws and the affiliate's bylaws, the affiliate must change its bylaws to agree with the parent organization.
If an organization is incorporated, the corporate charter takes precedence over the bylaws. And state and national laws take precedence over corporate charters, and bylaws.
If governing documents were assigned a ranking order, the highest would be federal law, then state law, corporate charter, bylaws, special rules of order, standing rules, and finally the parliamentary authority.
A chart would look like this:
|CONSTITUTION / BYLAWS|
|SPECIAL RULES OF ORDER|
(Remember that a parliamentary authority is a reference book that helps the members decide what to do when the organization has no written rules concerning how things are to be done.)
So when an organization is having a problem with voting, or officers, or meetings, the members should look first in all the documents that govern the organization, including standing rules and special rules of order. Then if the answer can't be found in those documents, then go to the parliamentary authority. It is important that ALL members have a copy of the documents that govern them because it is each member's responsibility to see that all the rules governing them are being followed.
Because governing documents are the foundation of every organization, the next issue of the PARLIAMENTARY INTERNET NEWSLETTER will be about bylaws -- what important points need to go in them and what kinds of things to leave out. The next issue will discuss what to look for in state codes that would effect what goes in your corporate charter and bylaws.