As an association management company, we deal with many associations. Having worked in the association management industry for nearly twenty years, I’ve realized that how an association conducts business comes down to what is written in the by-laws.
By-laws are the written rules and regulations for an association directing how they conduct business. The by-laws are in place to create consistency within the organization and assist in dealing with challenges or disputes that come up when questions arise about how things should be done.
A sample of items that are included in by-laws are as follows:
- Membership categories
- Board of Directors rules of conduct
- Association committees
- Notices of meetings (Annual General Meetings and Special Meetings) of members
- Attendance at meetings
Depending on the association, the list of items will vary based on the nature of the business. As board members come and go, the by-laws are a crucial tool that need to be followed (and occasionally reviewed) so the association maintains consistency regarding its goals and policies.
Sections to Emphasize
As a new board member, reading the by-laws can be a dry and less than exciting read. Although it is important to read the entire by-laws from front to back, there are a few items on which to focus your attention to truly grasp your role as a director of the association.
The first section to clearly understand as a board member is membership, and in particular, the nuances of the membership categories. As a board member you are representing the entire membership, and not just the members you are familiar with. All types of members are counting on you to make important decisions on their behalf. Having a clear understanding of the membership and the distinctive categories will be crucial in your reasoning and decision-making abilities. When you make these decisions, you will factor in membership types, dues, requirements members need to fulfill and the termination process.
The next section to focus on is the rules about the Board of Directors (BOD). As a board member, you must understand your responsibilities and limitations in your position as a director. Key aspects of this are how many directors sit on the board, the election processes, the terms of office, and the replacement and termination processes. This information is always contained in the by-laws and you should know it well – after all, your position depends on it.
In addition, this section will outline the attendance requirements at board meetings, when the notices need to be sent for meetings, how voting is conducted, procedures regarding conflict of interest issues, and what powers and protection are in place for directors while holding a position on the board. One important note, that is easy to forget, is to check the insurance coverage for board members. Here is a previous blog that you might find useful on directors and officers insurance.
The next section to understand is how the officers of the association are chosen and what powers they possess. Again, this section outlines the terms of office for the officers, what happens if a vacancy occurs, what powers they have, and what their duties are. As a director or officer, it is important to understand this section so that the day to day operation of the association runs smoothly.
Meetings of Members
Finally, you should familiarize yourself with the section on the meeting of the association members (best known as the Annual General Meeting or AGM). The by-laws will outline specific guidelines to follow, and it is imperative that you follow these guidelines. Your Executive Director or Chief Staff Officer is the primary name on these projects, but you also have a responsibility for being aware of, and following, the rules.
The by-laws are the “dos” and “don’ts” of an association, and as such, all sections are important to review. The by-laws determine the rights of members and directors and how the business of the association should conduct itself, so clearly understanding the by-laws is important. You can reference a previous blog that I wrote about by-laws and how often they should be reviewed at https://strauss.ca/how-important-are-association-by-laws/.
Remember, association by-laws are vital to the health and sustainability of an association. Without them the organization cannot exist. As a board member you will need to understand that the by-laws are your compass to achieve the goals and mission of the association.