Writing and Updating Board Constitutions and Bylaws

1. Writing and UpdatingBoard Constitutions and Bylaws NCEA Convention 2006 Atlanta, Georgia Brother Lawrence Harvey, CFX Xaverian Brothers Sponsored Schools

2. 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

3. 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

4. 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

5. 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

6. 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

7. 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

8. 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.

9. A Constitution: 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

10. 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”

11. Topics to be Addressed in Bylaws • 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

12. Topics to be Addressed in Bylaws • 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

13. Advice: “Boards that Make a Difference” John Carver • 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

14. Advice: “Boards that Make a Difference” John Carver • 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

15. Some thoughts on Officers of the Board • 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

16. Some thoughts on Officers of the Board • SECRETARY OF THE BOARD • Maintain all records and ensure accuracy • Review board minutes • Provide notice of meeting when required • TREASURER OF THE BOARD

17. Samples • Diocese of Great Falls-Billings  • A Home and School Association • School Sponsored by Religious Community • Conflict of Interest Statement

18. Writing and UpdatingBoard Constitutions and Bylaws NCEA Convention 2006 Atlanta, Georgia Brother Lawrence Harvey, CFX Xaverian Brothers Sponsored Schools www.xbss.org Links and Resources