By-Laws — Democratically

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Non-profit, unincorporated clubs writing new by-laws or revising old ones have to make a decision. How democratic should their by-laws be? Some by-laws leave most of the decision-making process affecting the club’s health and prosperity in the hands of a Board of Directors or an Executive Committee. Others provide a more democratic environment for members with inclusions in their by-laws that allow a Director to do their jobs but at the forbearance of the voting membership.

For example, by-laws can allow members to vote a Director out of office. This one appears in an article entitled ‘Board and Directors’ under a ‘Declaring Vacancies’ Section:

Voting Members may by a two-thirds vote at a General Meeting of Members declare a Director’s position vacant: a) if the Director fails to perform the substantial responsibilities of the position or, b) for other cause.”

To expedite such a membership vote, General Meetings of Members in by-laws should specifically include Special Meetings. Consequently, another article dealing with say ‘Meetings and Quorums’ should state:

“A Special Meeting must be called by the Board within 15 days on a requisition signed by 15% or more of the membership stating in detail the purpose of the meeting.”

Since Special Meetings are General Meetings at which only the items of business that have been described in the notice of the meeting may be transacted, the quorum required for such meetings is often lower than at regular meetings of the club. If a quorum for a regular meeting is 40% of the Voting Members, it should be set lower in the by-laws for Special Meetings, say at 20%.

Getting rid of a Director is a serious course of action, particularly for a club that has trouble filling Board positions. By-laws should give the Board the power to modify, override and rescind the action of any Director — that’s the first line of defense against a Director who is behaving badly. However, a serious course of action may be necessary by the membership when their patience with a Director comes to an end.

If declaring a Director’s position vacant is too severe for the membership and if a club conducts its meetings in accordance with Robert’s Rules of Order, the membership could express its displeasure with a Director by a motion of no confidence. Since no such motion is mentioned in Robert’s, such a motion would have no effect on the Director, but a majority vote passing the motion just might impress upon the Director the need to change their ways. If that doesn’t work, the membership could then resort to the serious action of directly removing the Director from office.

By-law articles can give powers outright to the membership. For example:

“Except where the Club’s By-Laws state otherwise, Special committees may also be appointed by the Voting Members. Chairs may be designated by the Voting Members or left to the Board to designate. Special Committees appointed by the Voting Members are responsible to the Voting Members.”

The final decision can be given to the membership in a Suspension and Expulsions clause following a Board’s decision after a complaint to suspend or even expel a member. This can be a challenging issue to write into by-laws. Consider this Right of Members clause:

“However before any suspension or expulsion can be executed by the Board, members have 10 days to inform the Board that they wish to exercise their right to take the Board’s decision to the Voting Members at a Special Meeting. The Board must call a Special Meeting within 30 days of being so informed or drop the matter. The Voting Members in attendance at these meetings will constitute a quorum. Voting must be done by secret ballot and Directors are not allowed to vote. A vote to agree with the Board’s decision must be reached by a majority vote of the Voting Members. If such a majority do not agree with the Board’s decision, the Board can take no action.”

In other words, on an expulsion appeal a final vote is done without the votes of any Directors. Only the Voting Members vote and if there is only even one present, that constitutes a quorum. The final decision is left to the regular membership and so is the final responsibility.

So how democratic should by-laws be? The answer is probably as democratic as necessary to assure the membership that their club will be managed to their satisfaction and, if it’s not, that they can do something about it.

Copyright © by Marketing Options Inc. 2015.

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