BYLAWS VS POLICY & PROCEDURE

1. BYLAWSVSPOLICY & PROCEDURE GOVERNANCE VS MANAGEMENT

2. OUR MANTRA • BYLAWS = GOVERNANCE • POLICY & PROCEDURE = MANAGEMENT

3. WHERE’S THE BEEF? • BYLAWS • DESCRIBE THE ORGANIZATION • DETERMINE TOP LEVEL OF CORPORATE AUTHORITY (and RESPONSIBILITY) • Articles of Incorporation (State Law) • List of all immediately necessary corporate information • Basic outline for constructing Bylaws • DEFINE THE GOVERNANCE ROAD • Who are we • Why are we in business • What is our governance structure

4. GOVERNANCESTRUCTURE • Board of Directors • How many, how elected, terms of office, filling vacancies • Qualifiers and Duties • Meeting requirements • Officers • Titles, how elected, terms of office, filling vacancies • Duties of each • Meeting requirements

5. MEMBERSHIP • WHO MAY BE A MEMBER OF THE ORGANIZATION? • Qualifiers • Age is usually the only qualifier • More an organizational descriptor than qualifier • Member duties • Keep current on your fees • Don’t be disruptive • Member privileges • Opportunities to attend events • Elect Board and (in most cases) Officers • Approve Bylaws and amendments (?) • Volunteer for roles from ad hoc duties to leadership

6. THE IMPLIED CONTRACT • GOVERNING BODY SAYS TO THE MEMBERSHIP, WE WILL PROVIDE YOU WITH A SET OF BENEFITS • MEMBERSHIP (TACITLY) SAYS TO THE GOVERNING BODY WE WILL TRUST YOU TO OPERATE IN OUR FAVOR

7. POINTS TO CONSIDER(and Remember) • Bylaws are legally binding documents – know them • Review your Bylaws at least annually • Also, when systemic change happens or is desired • Keep Bylaws to high-level matters • Watch out for creep into Procedure • Keep your Bylaws current, however, be alert for changes that may restrict future Boards

8. BOARD COMMITTEES • Committees are the management arm of the Board • Manage the operations of the organization’s intent • Board’s information conduit to and from the membership • Seek and enable volunteers • At a minimum, consider • Nominating Committee • Finance Committee • Curriculum Committee (production) • Allow for ad hoc committees • COMMITTEES GIVE THE BOARD THE INFORMATION AND TOOLS WITH WHICH TO MAKE GOVERNANCE DECISIONS

9. THAT’S THE REVIEW OF THE BYLAWS BASICS • BYLAWS = GOVERNANCE • IDENTIFY THE ORGANIZATION • DEFINE ITS PURPOSE AND STRUCTURE • CREATE AVENUES FOR COMPLETION OF ORGANIZATIONAL PURPOSE • Bylaws define, construct, and enable governance to get the organization’s job done.

10. POLICY & PROCEDURE • Board sets Policy, thereby helps define Procedure • SO – NOW WE HAVE THREE TOOLS • BYLAWS • POLICY • PROCEDURE

11. POLICY • POLICY SETS THE FRAMEWORK FOR OPERATIONS • GOVERNANCE LEVEL • i.e. BOARD MEMBERS SHALL NOT PORFIT FROM THE ORGANIZATION’S BUSINESS TRANSACTIONS OR FROM INFORMATION OBTAINED DURING THE CONDUCT OF ORGANIZATION BUSINESS. • OPERATIONAL LEVEL • i.e. “PRESENTERS MAY NOT, DURING THEIR PRESENTATIONS, PROMOTE OR SELL PRODUCTS OR SERVICES FROM WHICH THEY BENEFIT”

12. POLICY GUIDELINES • Mission oriented • Defines operational inclusions and limits for mission completion • Purposeful • Written with a definite purpose in mind, and in plain language • Flexible • Change happens everywhere • Well communicated • All stakeholders, all stakeholders, need access to Policy

13. IRS FORM 990 • The “information return” required of tax exempt organizations • Tax Exempt/Government Entities Commissioner (TE/GE) • Head of the IRS division responsible for nonprofit oversight • The 990 has become a very complex document and is still very much a work in progress • Lists policies “suggested” for nonprofits, which do nicely as a policy checklist for service organizations

14. MINIMUM GOOD PRACTICE POLICIES • A Mission Statement • A Conflict of Interest Policy • Code of Ethics • Meetings documentation and document retention policy • An expense reimbursement policy • Gift acceptance policy • A fundraising policy • An investment policy

15. MORE on GOOD PRACTICE POLICIES • Which Policies do you need • A Whistleblower Policy – • International grant-making policy – • Debt collection – likely no • Executive compensation policy

16. MORE POLICIES FROM IRS FORM 990 • Or how about: • Joint venture policy • Affiliate policy • Conservation easements policy • The 990 speaks to many more… Use it as a guide • References for information besides IRS publications • The Panel on the Nonprofit Sector • Evangelical Council for Financial Accountability (ECFA)

17. PROCEDURE • General, or maybe in depth, ways to to do what the Bylaws and Policy want done. • Purely operational • Task specific • Serve at least two ways: • Offer ways to accomplish given tasks • Serve to offer continuity for new members and leadership • Must be fluid so as to accommodate better ways • Allow changes at operational level – no Board action needed

18. POLICY vs PROCEDURE • Policy defines the framework for operational activity • Procedure serves to offer Policy-guided ways to actually do the tasks that the organizationwants done • Policy – The organization shall seek supplementary funding through appropriate fund development activities. • Procedure – Contributors to the Annual Fund will use the prescribed form. • Policy – Board and committee volunteers will not have to pay for parking in pursuit of their duties. • Procedure – Parking tags will be supplied to volunteers for parking at our main building.

19. BYLAWS vs POLICY • We have discussed that Bylaws define the structure and set the tasks for Governance • And, Policy describes the framework for managing operations • And, Policies may be general or more detailed, depending on the task • How about some examples of Bylaws-to-Policy-to-Procedure

20. BYLAWS vs POLICY (cont.) • A Bylaws provision at its minimum • OLLI@UGA Standing Committees • Bylaws list only the essentials • The President appoints the chairs, with Board approval • Certain documents are named for guidance • Committee names are listed • Everything else is found in committee Policy, and in Procedure

21. BYLAWS vs POLICY (cont.) • Here’s a Bylaws article moving well into procedure • OLLI@UGA wanted increased transparency in the officer/director nominating process • Nominating Committee Bylaws article doubled in size • Article split into two sections • 1) Nominating Committee nomination and election • 2) Nominating Committee general procedures • Duties, time lines, report inclusions • The Process description is complete in concept

22. BYLAWS = GOVERNANCE • Bylaws constitute the prime document that describes and enables the organization • The highest level of organizational documents • Contain all the elements of governance structure • A legal document, and an implied contract • Bylaws should not speak to operational matters, either in process or in procedure • Bylaws should offer to the entire organization freedom and opportunity to carry out the mission in the most efficient and effective manner

23. POLICY & PROCEDURE = MANAGEMENT • Policy serves the Bylaws by setting the framework for accomplishing the organizational mission • Policy can open up the mission • We will accept for membership any one who wants to share in our mission • Policy can define limits • Presenters shall not sell their wares during class • Procedure describes, in greater or lesser detail, the operational process for task accomplishment • Purely operational, and specific to the task

24. SO, HERE’S THE BEEF • Our Bylaws tell the world, and particularly our members, • Who we are and what we intend to do, and • How our governance process is established and organized in order to oversee accomplishment of our mission. • Policy & Procedure define the ways and means • AND, • Governance and Management inform each other at many points along the way, • and either can be changed by the necessities of the other.

25. Governance and Management must be a continuous loopIn reality the equation is Governance & Management= Success Thank you, and Good Luck