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Understanding Governing Documents

Understanding Governing Documents. Ladder of Governing Documents. Federal and State Laws Articles of Incorporation Constitution and/or Bylaws Rules of Order Special Rules of Order Parliamentary Authority Standing Rules and Policies. Why is this Important?.

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Understanding Governing Documents

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  1. Understanding Governing Documents

  2. Ladder of Governing Documents • Federal and State Laws • Articles of Incorporation • Constitution and/or Bylaws • Rules of Order • Special Rules of Order • Parliamentary Authority • Standing Rules and Policies

  3. Why is this Important? • Members won’t read/follow governing documents if they are not organized and well written • Confusing documents lead to conflicts between members • IRS Form 990 Part VI Section A

  4. Federal and State Laws • Internal Revenue Code • State Nonprofit Corporation Laws Common issues: • Quorum requirements • Notice requirements • Powers and duties of boards of directors • Proxy voting • Electronic meetings and communications

  5. Articles of Incorporation • Information required to incorporate under state law and in some cases federal law • Cannot be suspended

  6. Constitution and/or Bylaws • Laws adopted by an organization for its own governance • A ‘contract’ between members and organization • Stipulates the structure and authority • Cannot be suspended • Most important document

  7. Rules of Order Adopted Parliamentary Authority • Should be designated in the bylaws • Helps members decide what to do when the group has no written rules • May suspend one or more rules contained in the parliamentary authority by a 2/3 vote if not in conflict with governing documents

  8. Rules of Order Special Rules of Order • Supersede any rules in the parliamentary authority • Adoption requires one of the following: • Previous notice and a 2/3 vote • A vote of a majority of the entire membership • May be suspended by a 2/3 vote

  9. Standing Rules and Policies • Relate to the details of administration for the organization • Adoption requires a majority vote • To amend or rescind requires: • 2/3 vote with no notice - or • A Majority vote with previous notice - or • vote of a majority of the entire membership • May be suspended by a majority vote if applicable only within the current business meeting

  10. Custom • Procedures and rules that aren’t written • Widely known and followed by ‘seasoned’ members • Customs must yield to conflicts in governing documents • May be a roadblock for assimilating new members

  11. Drafting Bylaws and Rules • Precision in word choice • Shall vs. Will vs. May vs. Should • Sentence structure and punctuation are important • What is omitted may carry as much significance as what is included

  12. Drafting Bylaws and Rules • Each sentence written so the complete meaning is clear OR • Each sentence compels referral to an adjoining section • Temporary or transitional items are not included

  13. Drafting Bylaws and Rules • Be aware of: • Meaningless statements • Redundancy • Words or phrases that are not defined • Unnecessary adjectives or modifiers • Provisions that are not enforceable • Spreading rules covering a single topic among articles

  14. Drafting to Avoid Amendments • Establish a provision/entity in the constitution or bylaws • May stipulate in the constitution or bylaws who has the authority to amend • Details and/or procedures concerning the provision/entity are adopted in the standing rules

  15. Drafting to Avoid Amendments • Section 3. The National per capita dues shall be one dollar and twenty-five cents ($1.25) per annum for Junior members, and nine dollars ($9.00) per annum for Senior members, effective in the 2013 administrative year, and shall include a subscription to the American Legion Auxiliary national magazine for Senior members. Each Department shall remit the national per capita dues promptly to the National Treasurer at least once each month (Jan. 2012).

  16. Drafting to Avoid Amendments • Section 3. Dues shall be as set forth in the Standing Rules. • Section 4. Dues may be adjusted by a two-thirds vote of the convention.

  17. Drafting to Avoid Amendments • Section 4. Adjustments that are less than or equal to the rate of inflation, as measured by the change in the Consumer Price Index–Urban released by the U.S. Department of Commerce between January of the year in which the last dues increase occurred and January of the year in which the adjustment is proposed, shall require a two-thirds vote of the NEC. • Section 5. Adjustments that are greater than the rate of inflation, as defined in section 4, shall require a two-thirds vote of the convention.

  18. Questions?

  19. Chris Dickey Professional Registered Parliamentarian chrisdickey@prodigy.net www.parliamentarian-chris-dickey.com

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