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Writing and Updating Board Constitutions and Bylaws. NCEA Convention 2006 Atlanta, Georgia. Brother Lawrence Harvey, CFX Xaverian Brothers Sponsored Schools. Writing and Updating Board Constitutions and Bylaws. Overview of Governance and difference between “constitutions” and “bylaws”

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Writing and updating board constitutions and bylaws

Writing and UpdatingBoard Constitutions and Bylaws

NCEA Convention 2006

Atlanta, Georgia

Brother Lawrence Harvey, CFX

Xaverian Brothers Sponsored Schools


Writing and updating board constitutions and bylaws1
Writing and UpdatingBoard Constitutions and Bylaws

  • Overview of Governance and difference between “constitutions” and “bylaws”

  • Elements usually addressed in bylaws

  • The need to review and update bylaws

  • Examples of bylaws

  • Questions & Answers


Analogy
Analogy

Our board (commission or council) is to our school as ___________ is to _________

  • a. dam : river

  • curbstone : road

  • governor : engine

  • control tower : pilot

  • headlights : auto

  • compass : navigation

  • g. guidance system : satellite

h. periscope : submarine

i. inspiration : poet

j. designer : work of art

k. spirit : higher purpose

l. vision : implementation

Adapted from NAIS


Analogy1
Analogy

Our board (commission or council) is to our school as ___________ is to _________

a. dam : river h. periscope : submarine

b. curbstone : road i. inspiration : poet

c. governor : engine j. designer : work of art

d. control tower : pilot k. spirit : higher purpose

e. headlights : auto l. vision : implementation

f. compass : navigation

g. guidance system : satellite

Adapted from NAIS

Board as control mechanism


Analogy2
Analogy

Our board (commission or council) is to our school as ___________ is to _________

a. dam : river h. periscope : submarine

b. curbstone : road i. inspiration : poet

c. governor : engine j. designer : work of art

d. control tower : pilot k. spirit : higher purpose

e. headlights : auto l. vision : implementation

f. compass : navigation

g. guidance system : satellite

Adapted from NAIS

Board as strategic direction setter


Analogy3
Analogy

Our board (commission or council) is to our school as ___________ is to _________

a. dam : river h. periscope : submarine

b. curbstone : road i. inspiration : poet

c. governor : engine j. designer : work of art

d. control tower : pilot k. spirit : higher purpose

e. headlights : auto l. vision : implementation

f. compass : navigation

g. guidance system : satellite

Adapted from NAIS

Board as meaning maker


Writing and updating board constitutions and bylaws

Governance is the act, process, or power of controlling, influencing, guiding, or directing actions or behaviors. Applied to Catholic schools, governance can be explicated and understood in several ways. Governance is: (1) articulating, monitoring, and controlling the philosophy, mission, goals, and values of the sponsor and the school; (2) creating, approving, reviewing, directing, and recommending policies which are appropriate to the mission and philosophy of the sponsoring diocese, religious community, or parish; (3) ensuring the quality and continuity of the administration of the school; (4) initiating and monitoring quality education; and (5) continuing growth and development of human, material, and financial resources of the school community.

Catholic Schools for the 21st Century:

Catholic School Governance and Finance, Rosemary Hocevar, OSU, NCEA 1991


Writing and updating board constitutions and bylaws

The governing documents (charters, articles of incorporation, bylaws or constitutions) determine the relationships the entity has with the state, the church, the parish or the sponsoring religious congregation.


Difference between constitution and bylaws

A Constitution: incorporation, bylaws or constitutions) determine the relationships the entity has with the state, the church, the parish or the sponsoring religious congregation.

Is concise

Clarifies the group’s purpose

Explains the fundamental purposes of the group

Provides the basic framework for the group’s processes

Provides historical perspective

Is rarely revised

Bylaws:

Outline specific procedures for the group’s functioning

Help group conduct business in an orderly manner

Provide further definition to the constitution

Easily revised, and revised regularly as procedures change

Difference between Constitution and Bylaws


Writing and updating board constitutions and bylaws

Bylaws are the legally binding rules that outline how the board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

From “BoardSource”


Topics to be addressed in bylaws
Topics to be Addressed in Bylaws board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

  • A statement of purpose

  • Powers of Trustees

  • Minimum and maximum number of board members

  • A description of the voting membership

  • Tenure of service

  • Meetings: number of, annual, special

  • Number and description of standing committees

  • Description and responsibilities of the Executive Committee

  • Officers


Topics to be addressed in bylaws1
Topics to be Addressed in Bylaws board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

  • Quorum

  • Filling vacancies

  • Review and amendment of bylaws

  • Conflict of interest

  • Removal of officers

  • Indemnification

  • Employment of staff

  • Statement of fiscal year

  • Dismissal of governing board member

  • Meetings by electronic communication


Advice boards that make a difference john carver
Advice: “Boards that Make a Difference” John Carver board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

  • Length - keep lean

    • Whatever can be put into a policy, should be omitted in bylaws

  • Membership

    • Non profit equivalent of stockholders

    • Often reserved to Bishop of Diocese or Congregational leadership

  • Board Size – a board should be no larger than the task of “ownership linkage” requires


  • Advice boards that make a difference john carver1
    Advice: “Boards that Make a Difference” John Carver board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

    • Quorum – no lower than 51%

    • Attendance policy – often unenforceable, better to use automatic policy

    • Officers – kept to a minimum, describe in terms of output areas and authority

      • Be sure to distinguish between officers of board and officers of the corporation


    Some thoughts on officers of the board
    Some thoughts on Officers of the Board board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

    • PRESIDENT / CHAIR OF THE BOARD

      • Oversee board and executive committee meetings

      • Ex officio member of all committees

      • Appoint committee chairs

      • Prepare agenda for meeting (in coordination with administrator)

      • Oversee assessment of chief administrator and board

    • VICE PRESIDENT / VICE CHAIR


    Some thoughts on officers of the board1
    Some thoughts on Officers of the Board board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

    • SECRETARY OF THE BOARD

      • Maintain all records and ensure accuracy

      • Review board minutes

      • Provide notice of meeting when required

    • TREASURER OF THE BOARD


    Samples
    Samples board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed.

    • Diocese of Great Falls-Billings 

    • A Home and School Association

    • School Sponsored by Religious Community

    • Conflict of Interest Statement


    Writing and updating board constitutions and bylaws2

    Writing and Updating board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed. Board Constitutions and Bylaws

    NCEA Convention 2006

    Atlanta, Georgia

    Brother Lawrence Harvey, CFX

    Xaverian Brothers Sponsored Schools

    www.xbss.org

    Links and Resources