1. BYLAWS VS POLICY & 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. GOVERNANCE STRUCTURE Board of Directors Officers
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

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 Purposeful Flexible
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 organization wants 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
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
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 loop In reality the equation is Governance & Management = Success
Thank you, and Good Luck