BETTER
PRACTICES
Amending or Changing the Bylaws
The ABC Association’s Board of
Directors is unwieldy and ineffective. It is too
large with 40 members, and most of the directors see
themselves as representatives of particular
constituencies instead of as board members from
particular constituencies. There is finally some
resolve amongst the board members to make changes to
address these governance structure and performance
issues. The Board appoints a Bylaws Committee to
oversee the process, including the drafting of the
bylaws and then getting input from members.
Sounds good….doesn’t it? But
it isn’t good…it’s wrong!
The intent is okay, as is the
willingness to act. What is not okay is the
approach and process being used. Some
organizations follow this or a similar historically
common approach, and then wonder why they end up with a
messy controversy and/or messy bylaws. Let’s
look at a simpler and cleaner approach that can be
followed.
The Board’s first mistake is viewing
this as a bylaw change issue. Yes, bylaws will
need to be changed, but this is a governance change
issue. The Board should address it as such.
Input is required long before such
information is drafted into bylaws. When members
see a bylaw change, they view it as near the end of the
process. That is why they typically have concerns about
communications and process. They are viewing it as
a "done deal".
If this input is secured, and members
buy into the concept and the work of the Board, then the
amendment of the bylaws will be relatively
straightforward.
The practices described in this area
are described as Better Practices for a
very good reason. We have a great deal of difficulty
with the term best practices used in any other
context than to refer to the results of benchmarking
exercises involving real and relevant organizations with
tangible results. We offer Better Practices
related to areas where we feel that change is needed in
associations. Better Practices are
intended to provoke thought, and to encourage
organizations to think about what they are doing and how
they are doing it.
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