THE ROLE OF BYLAWS, STANDING RULES AND SPECIAL RULES

This is “the glue section” of this essay. Without adopting bylaws that establish RONR as your parliamentary authority, there is little basis for having read this. Some organizations don’t identify by name RONR and instead—and unwisely--amalgamate RONR with custom. This may work for an insular body that rarely experiences change. Another option, one that I think is preferable, is to adopt RONR and then to use his tool, Special Rules, to create exceptions. See more on Special Rules, below.

These three components – Bylaws, Standing Rules, and Special Rules -- combined with the seven rules for small boards and committees (that come from adopting RONR as your parliamentary authority) enable organizations to grow.

BYLAWS

RONR identifies nine essential components to bylaws. This essay focuses on the seventh rule; the one addressing small boards and committees. In the fourth edition small board and committee rules were completely reworked and 75 percent enlarged, becoming the first changes since his 1893 edition. He devoted 22 years creating them.

Robert did the hard work by identifying the nine essential components of bylaws. The easy part--the details--he leaves to you. Identifying another mnemonic: NO MOME CPA, I elaborate:

I.                  Name
While there may be exceptions, I suggest that you select a name that is clear, concise, easily remembered, and directly reflects the organization's mission. Examples include: “The United States of America,” "Habitat for Humanity," and "Save the Children."They are descriptive and aspirational. Conversely, there is Kiwanis. It proves the point that there are exceptions to the rule. Amending the name of this organization, one of the largest in the world, would make no sense.

II.               Objective or Purpose

The United Nations says our purpose is:

·       “To keep peace throughout the world;

·       To develop friendly relations among nations;

·       To help nations work together to improve the lives of poor people, to conquer hunger, disease and illiteracy, and to encourage respect for each other's rights and freedoms;

·       To be a center for harmonizing the actions of nations to achieve these goals.

The full text to the Preamble to the U.S. Constitution reads: “We the People of the United States, in Order to form a more perfect Union, establish Justice, insure domestic Tranquility, provide for the common defense, promote the general Welfare, and secure the Blessings of Liberty to ourselves and our Posterity, do ordain and establish this Constitution for the United States of America.”

That’s quite an objective or purpose. The author, Gouverneur Morris, was a delegate to the Constitutional Convention of 1787. These aspirational words have withstood the test of time.

These two purposes are examples of the aspirational nature of bylaws.

III.            Members
In describing members, you can say you are looking for enthusiastic individuals with a strong interest in [topics/fields], wanting to connect with other open-minded people actively engaged in [targeted activities]. You want individuals who are eager to contribute their unique perspectives and skills, collaborating on worthwhile projects.

IV.           Officers
The National Council of Non-Profits points out that entire books have been written about the art of cultivating, identifying, asking, and nurturing strong officers. Highlights include community connections, diversity in age, gender, geography, race, and other attributes to establish a broad base of understanding and experience. 

Recruitment requires vetting candidates and cultivating the interest of potential officers. Requesting potential board candidates to initially serve on a committee is a good way to determine if they are a good fit.

Serving on a charitable nonprofit board involves more than being elected. It requires continuous learning about:

·        * who will be served

·        *  becoming an advocate for the mission

·         *  making decisions that are in the best interest of the organization

·         *  ensuring prudent use of assets

·         *  planning for the future

This requires “the vision thing” bolstered by ongoing education about issues that affect the nonprofit's operations–both external and internal. A governance committee can address many aspects of board governance. The committee tasked with keeping the board on track is usually responsible for ensuring that the nonprofit has effective governance, that the board is a steward of the nonprofit's assets, reputation, financial and human resources, and mission.

With so much to do--and Robert envisioned this--it’s understandable that he provided for subcommittees.

V.              Meetings
Non-profit organizations should meet as frequently as that which makes sense. It depends on organizational needs and member availability. The key is to meet frequently enough to address important issues while not overburdening members. It is wise to remember that there are multiple connected levels of membership. In your bylaws, what you say about the frequency of meetings should be general, remembering that amending bylaws is intentionally challenging. In the often-overlooked document, standing rules, you can be specific about times, dates, locations, etc.

VI.           Executive Committee
This body drafts and oversees what they believe should be the strategic direction of the organization. They prioritize key work; address urgent issues; and act as a bridge between the CEO and the members. They oversee high-level decision-making, provide guidance on critical matters that require immediate action, and remain sensitive to issues that can and should be addressed by the membership. 

VII.        Committees
I strongly disagree with AI's claim that “committees might not be needed for every nonprofit.” If AI thinking prevails, many members of organizations will experience the societal issue, loneliness and isolation, that demands attention. Committees benefit nonprofits in myriad ways. If a board is large, committees, with authorization, can make decision-making more efficient. Committees can relieve boards of certain tasks, allowing them time to focus on important, high-dollar and staff intensive issues.

VIII.     Parliamentary Authority
In terms of length, this component is the shortest of the nine bylaws. It is arguably the most important; it is the element that holds organizations together. If you make RONR your Parliamentary Authority, you can consult it. Failure to reference RONR does not totally block your use of it. It makes RONR a source but not the definitive source. While writing your bylaws, eventually you can address the eight other components including guidelines for holding fair elections. RONR covers all the bases. Many organizations fail to identify a Parliamentary Authority. They are an organization in name only. In the process of writing Bylaws, start here. If time or other things are in the way, you can create a working title and not even fully address that but establish a compass to chart your future direction; establish your parliamentary authority. Again, I advise Robert’s.

Fortunately, the University of Houston SGA does identify RONR as its parliamentary authority, but their purpose is vague. It reads:

Title I: Composition and Structure of the Senate
Article 1: General Provisions
Section 1: Purpose Clause 1:
This Title is adopted by the Senate consistent with its Constitutional power to make all laws which will be necessary and proper for carrying into execution the foregoing powers and all powers vested by the Constitution of the Student Government Association or in any department or office thereof and in order to specify the manner in which the Senate will exercise its powers as the legislative body of the Student Government Association.
Section 2: Authority Limits
Clause 1: No motion or vote within the Senate may suspend the rules within the Bylaws or Constitution without a Student Government Bill to amend the Bylaws being passed and enacted according to the exact process outlined in Title I, Article 10, Section 6, Clause 1 of the Bylaws.
Clause 2: All powers within the Bylaws are explicitly granted and cannot be transferred to anyone else without a Student Government Bill to amend the Bylaws being passed and enacted according to the exact process outlined in Title I, Article 10, Section 6, Clause 1 of the Bylaws. No emergency powers may be granted by the Senate.

The SGA passed two motions that the universities administration may have overstepped their authority. The first called for the reduction of funds allocated to intercollegiate athletics. The second attempted to cease the universities investment in defense investments involving Israel. Had their bylaws specifically stated that beyond weighing in on all matters involving student funds, the decisions of the SGA were determinative, what they did may have been conclusive. Instead, the regents’ bylaws state that
 “RESPONSIBILITY OF GOVERNING BOARDS.  (a)  It is the policy of this state that the governing boards of institutions of higher education, being composed of lay members, shall exercise the traditional and time-honored role for such boards as their role has evolved in the United States and shall constitute the keystone of the governance structure. In this regard each governing board:

(1) is expected to preserve institutional independence and to defend its right to manage its own affairs through its chosen administrators and employees;”

These words, it seems legitimate to say, give the Board of Regents ultimate decision-making power including authority to overrule votes of the SGA. Until these two sets of bylaws are amended, and this is an if, not a when, the Board of Regents controls.

IX.            Amendments

Once bylaws are adopted, if any aspect of them impedes an organization, they can be amended. There are multiple ways. Knowing how advances the democratic process and the future growth of that society. Informing all members of their rights and responsibilities codified in this document paves the way toward group solidarity. 

 

STANDING RULES

This document addresses housekeeping issues. They can impact everything. To maintain transparency and to sustain democratic decision making, issues like the frequency, time, date, place, seating arrangement, food, and technology for meetings.

Standing rules have their own amending process, one designed to be easier to change than are bylaws. Usually, it is by a vote with a lower threshold for passage and on shorter notice than those to amend bylaws. If changing one of the housekeeping issues such as the time and date of your meetings were to benefit your organization, this might be the place to make such a change. Too often, in too many organizations, this is done by caveat. Members take exception to having been left out of the process; they feel strong armed. The creation, adoption, recognition and use of standing rules can help avoid that.

SPECIAL RULES
Special rules give an organization the opportunity, in their eyes, to make their rules perfect. If a majority or two-thirds of the members (they decide the number) take exception to any of the 98 “RONR” rules, this is the process provided for changing it.
 
I don’t advise it, but if you wanted to limit debate or require a second before a motion is discussed in a small board or committee, you use this special rule to create a rule that supersedes what’s in RONR. It’s standard procedure to debate each revision before voting.

In Committees
While you can develop special rules or standing rules for committees, in the beginning it is probably better to use RONR.

 

AGENDA

With commentary, here are some guidelines for a board or membership meeting agenda:

  • Reading and Approval of Minutes: In a board meeting, if a member of the board thinks there is an error in the minutes, they can speak. In a membership meeting, any member can do the same. If there is a dispute and the majority agrees that what the secretary has produced is incorrect, the minutes should be corrected. The chair asks, “Are there any additions or corrections to the minutes?” Minutes are corrected, not rejected. It’s critically important to have accurate minutes. It’s also important to be transparent during the process of approving them.
  • Report of Officers: Officer reports provide vital background information. What people learn from these reports can educate members and affect future votes.
  • Committee Reports: Committees can have subcommittees. If an organization does, each subcommittee weaves their report into the committee report. These reports should focus on pertinent issues and projects.
  • Special Orders: If a committee is working on a project, especially a big one, the person leading the effort can identify what needs to be discussed. This is the only agenda item that can have a “time certain” assigned to it. This is why a body votes to give the issue the distinction of being “special.”
  • Unfinished Business: Items move up one spot on the agenda and become unfinished business after having been debated but not resolved during the previous meeting. If an agenda item appeared as New Business on the previous meeting’s agenda and was not discussed, it remains New Business. There is a rule applicable to a large board or the assembly that limits debate. If the body began discussing a motion at one meeting but did not resolve the matter and resumes the debate, everything restarts, including the two-time, 10-minute rule.
  • New Business: This is where new topics and projects are introduced. Discussion may be quick and resolved with a vote at the meeting where it is introduced. Alternatively, a motion can be referred to a committee where lengthy discussion takes place. If new business is referred to a committee and it requires approval of the membership to act (sometimes committees are empowered by the parent body to act autonomously), the vote will occur following normal protocol at the conclusion of each committee report, not during New Business.

Note: The titles Agenda Approval, Call to Order and Adjournment are not voted on as part of the agenda; they are essential formalities contained in Standing Rules. 

Other than under the heading, Special Orders, RONR does not recommend assigning starting and ending times to agenda items. By vote, items can be tabled or assigned a “time certain.” Closing debate in a committee meeting is generally not permitted before everyone has had an opportunity to ask all their questions and make statements. Keep in mind the RONR admonition: comments must be germane and not dilatory.


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