Bylaws 101

1. Bylaws 101 2009 Governing Council US Figure Skating

2. Short Straw Theory Jonathan W = http://www.flickr.com/photos/s3a/522302610/

3. What they think…

4. How we’re going to do it… http://www.flickr.com/photos/3_cool_cats/3448711670/

5. Agenda • Introductions • Why? • Basics • KISS • Two little words • Bylaws vs. Policies • Case Studies

6. Introductions • Elizabeth Harty • NVC of Policy & Rules (Membership Committee • Reviews bylaws of all new member clubs • Masters degree in Nonprofit Management • Susi Wehrli • US Figure Skating Sr. Director of Membership • Oversees Member Services, Basic Skills, Program Development, and all other really cool programs at US Figure Skating

7. Why? After spending a couple of days at US Figure Skating Headquarters in Colorado Springs, I discovered that some clubs are a little behind in their due diligence…

8. If this was the machine youR Club used… http://www.flickr.com/photos/mlis/62611209/

9. Or if this was the last person to work on your bylaws… It’s time for a review http://www.flickr.com/photos/texasfight/2854853984/

10. How old are your bylaws • The average age of most bylaws on file at USFS HQ is six years old. • A review should happen about every four years. • One set of bylaws were from 1959 • Times they are a changin’… • If your bylaws were type written, are currently on onion paper or mimeograph paper, you could be a bit behind.

11. Legal disclaimer http://www.flickr.com/photos/chickachoo/478029819/

12. Legal disclaimer • The advice that you are receiving today is from someone who has studied nonprofit governance and nonprofit law, but I am not attorney. • All clubs should have their bylaws reviewed by a LOCAL attorney who is knowledgeable about nonprofit corporate law since there are different legal requirements that differ in different jurisdictions. • The highest authority governing nonprofit organizational documents is the state corporation act. Bylaws may not violate any provision of state corporate law – if they do, any provision in violation of the law is VOID.

13. DEfine • Bylaws are significant written rules by which an organization is governed. With minor exceptions, they are largely the same for all organizations since the mission of the organization does not ordinarily affect the structure of governance documents. • The Nonprofit Board’s Guide to Bylaws (Creating a Framework for Effective Governance) by D. Benson Tesdahl, Esq.

14. Annual Review Happy Board Members! Always happy to help out.. Until you ask for volunteers for the Bylaws Review Committee http://www.flickr.com/photos/cjanebuy/2426596367/

15. Annual Review Then suddenly no one is around… http://www.flickr.com/photos/sharynmorrow/150379882/

16. Annual Review And you’re left to do it on your own. Fear not because it’s not that hard! http://www.flickr.com/photos/bymikey/2541467247/

17. Basics • General information • Who you are • Where you’re located • How you operate • How you change things • Members • Qualifications • Classes of members and their rights • Who can vote • Meetings • Conflict resolution

18. Basics • Board of Directors • How many • Who is qualified and how long can they serve • Nominating process • Quorum & voting requirements • Meeting procedures • Committees • Conflict of Interest • Removing board members

19. Basics • Officers • Qualifications • Duties • Process for selecting or appointing • Terms and term limits • Fiscal Matters • Fiscal year • Indemnification and D&O Insurance

20. Must Haves • Conflict Resolutions • Required by US Figure Skating • Conflict of Interest • IRS “recommends” What did he forget to include??

21. Keep it simple, Silly • Avoid complicated language and legal-ease • Can an 18-year old understand it? • Don’t react to issues (more later on that…) • Electronic version • It’s not a secret document – publish it and share it on the web

22. Amending bylaws • Watch out for conflicting language with other sections • Discuss why you need to amend your bylaws with your members (justification) • What’s the impact (governance, financial) • Notice to members and voting process

23. Just because you can.. • Bylaws to remove board members and club members • Be sure to try all ways to resolve the issues • Document all conversations • Be realistic – it can be a PR nightmare. http://www.flickr.com/photos/liberato/2915235479/

24. Two little wordsA world of difference • AND • In order to be true, both parts of the sentence have to happen. • OR • Choice • In order to be true, either parts or the sentence can happen.

25. Bylaws Vs. Policies • Bylaws are about governance and not about “skating.” • Policies would include: • Solo policies • Ice time seniority • Fundraising responsibilities • Team uniforms Changed by members’ votes Board resolutions

26. CASE Studies There is just NO WAY your bylaws can prepare you for everything!

27. What if you threw a party And nobody showed up…

28. I’LL GET YOU MY PRETTY And your little dog, too! http://www.flickr.com/photos/jon-e/440420248/

29. The best laid plans of boards and clubs Nobody is liked by everyone http://www.flickr.com/photos/axis/50270723/

30. Questions??

31. Thank you for attending today

32. If you have further questions • Contact me at • MEHarty@usfamily.net • Facebook: Elizabeth Harty • Twitter: MEHarty • Cell phone: 612-730-8722