The Joy of Bylaws

By Martin Crim, Esq.

Do your organization’s bylaws leave you joyless? Do they lead to arguments that waste time and fray tempers? Do they leave unanswered questions or fail to address recurring situations? Or maybe you’ve been intimidated by your bylaws and wonder how to understand them.

Robert’s Rules of Order, Newly Revised, is the gold standard for running a meeting, but it is primarily geared toward large assemblies. However, the new 12^th edition has specific rules for small groups, which every small group should consider adopting. The 12^th edition also contains a draft set of bylaws that at least provide a starting point for drafting.

The first few years I worked with Robert’s Rules and organizational bylaws, I struggled to make sense of them, but once you understand the underlying principles, they make sense: Regard for the rights of the majority, the minority, individual members, absentees, and all of these together.

Although no set of bylaws can address every potential problem, there are some recurring issues that your bylaws should address. Here’s a checklist of some questions that I use when drafting or reviewing bylaws:

• What’s the source of the body’s authority?
• Who gets to interpret the bylaws, and how?
• Who prepares the agenda, and how can the body amend it?
• What’s the requirement for a quorum? What if there are vacancies?
• How and when are officers elected?
• How does the organization delegate responsibility to individual officers?
• If it’s a small body, how do you want to modify Robert’s Rules of Order (or one of its alternatives) to streamline the process?
• Do you have a method for rescheduling meetings?
• Do you allow remote participation? If so, under what circumstances?
• Who is responsible for keeping minutes and other records?

It is helpful to know the history and culture of a body when drafting or revising bylaws. Some bodies need to put time limits on individual speakers, for example, but most do not. Some bodies need to address the seating arrangements of the members. Religious organizations, clubs, elected bodies, and political parties have different needs and priorities.

When first sitting down to read a set of bylaws, you do not have to read it straight through like a novel. Instead, you can look at the headings, and read carefully only the parts that are causing you problems. For instance, if you think the chair is stifling discussion, read the parts about how a matter is placed on the agenda, how to be recognized by the chair, how often each member gets to speak, and what to do if the chair fails to call upon you when you’re entitled to address the group. If you are the chair and a member is disrupting meetings on regular, review the parts that address debate, the authority of the chair to control the meeting, and how to call out a disruptive member. That may lead you to Robert’s Rules or whatever alternative rules your body has adopted for situations not covered by the bylaws.

If a question comes up about the legality of a group action, then that’s not a question that can be answered just by reference to the bylaws. That’s a question for legal counsel. Knowing where that line falls can be difficult to determine.

If you or your organization are having trouble with bylaws, you should consult with an experienced parliamentarian. If the problem is of a legal nature, the parliamentarian you consult should be an attorney with knowledge of the field.

Based on my experience with different kinds of organizations (elected, appointed, and voluntary), I’m comfortable with bylaw drafting, amendment, and interpretation. Please reach out if you think I can help your organization run more smoothly. We may even discover some joy along the way.

Martin Crim is a shareholder at Vanderpool, Frostick & Nishanian, and has been practicing law for over thirty years, primarily for cities, towns, and other local governments. If you have additional questions or concerns, contact Martin Crim at mcrim@vfnlaw.com or call us at 703-369-4738.

This blog post is not intended to provide legal advice or substitute for the advice of legal counsel with respect to specific facts and situations. See disclaimer