affiliate bylaws, policies, job descriptions & procedures

8/11/2019 Affiliate Bylaws, Policies, Job Descriptions & Procedures

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Affiliate Bylaws, Policies,

Procedures and Job Descriptions

What are they?

How do they differ?

Why do we need them?When do we use them?

How can they be changed?

Whos responsible?

Examples

What can go wrong?

What are we going to cover?


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Bylawswhat they are and why theyre important

Bylaws:

Define how the organization will be managed and run

Must contain a governing organizing document, such as

articles of incorporation, to secure tax-exempt status

Are an important source of internal law

Define the relations, rights and duties of members

Provide a detailed provision of affiliate governance

Define the powers, duties and limitations of directors andofficers


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Bylawswhat they are and why theyre important

Define responsibilities and authority of board members

and how those responsibilities should be carried out

Create a framework for the affiliate, ensure that income

is used properly and aid in resolving internal disputesProvide clear statements of what the affiliate can and

cannot do

Contain rules for the conduct of board meetings,

elections, statements of duties and committee

structures


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Whats the Difference?

BylawsAre the Constitution of

the affiliate

Focus on overall

governance, structureand rights andresponsibilities ofmembers and officers

Bylaw changes needISM review and approvalas well as affiliatemembership approval

Policies andProcedures

Are the Laws of theaffiliate and must be

constitutionalClarify day-to-day

operations and defineoperating procedures

and processesGenerally only need

board approval tochange


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Policies and Procedureswhat they are and why

theyre important

Policies and Procedures:

Define how the affiliate operates in day-to-day

activities

Include board decisions on a variety of issues

Are the operating manual for officers and volunteers

Should include definitions, terms, guidelines andother information not found in the bylaws


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Must not conflict with ISM Bylaws in the following two areas

1. Statement that affiliate is incorporated as nonprofit or not-for-profit organization

2. Must contain definition of regular membership as it reads exactly in the ISM Bylaws,Article III, Section 4 (Option 1)Any person interested in the supply management fieldshall be eligible to be a Regular Member of an Affiliated Association provided that such

person (i) is not primarily engaged in sales activity; or (ii) does not solicit business onbehalf of such person or his or her employer during meetings of any ISM activity,including without limitation, meetings of Affiliated Associations (including chapters), ISM

Committees and ISM Groups and Forums (as defined in Policy). For the purposes of thissection, "primarily" shall mean a majority of a person's time. However, no person shall beineligible by reason of incidentally disposing of scrap, surplus stock or equipment of theconcern by which he or she is employed. The eligibility of an editor, secretary or businessmanager employed by an Affiliated Association shall not be affected by reason of salesactivity directly related to any magazine, bulletin or other publication or exhibit, product,show or similar activity sponsored by such association.

OR

(Option #2) A person shall be eligible to be a regular member of this Association who

satisfies the eligibility requirements of a regular member of an Affiliated Association asdefined in the bylaws of the Institute for Supply Management, Inc. (ISM), as amendedfrom time to time. Regular members of this Association shall have the right to cast one (1)vote on all questions which require a vote of the regular members of this Associationother than those regular members who, pursuant to the ISM Bylaws, as amended fromtime to time, do not have voting rights.

Submit for review and approval to Linda Thomas at [email protected]. You will receivenotification that your bylaws are in compliance or if further revisions are needed.

Affiliate Bylaws


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When and Why to

Change/Amend Bylaws

Bylaws should be reviewed at least once a year

Affiliates are free to amend/change bylaws asneeded

Reasons for changes/amendments: Meet the changing needs of members

Change in governance structure

Change in operations

Affiliate name change ISM Bylaws change

Amendments/changes must comply with ISMBylaws and local laws


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Whos Responsible for Making Changes?

Usually the secretary, parliamentarian,appointed chair or other designated officer of

the affiliate

Single point of contact is bestIf a committee is used, the committee chair

should be the person most familiar with the

bylaws

Affiliate leadership should unanimously agree

on the reason for the change, who is to

formulate the change/amendment and establish

a time frame for completion


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How to Make Bylaws Changes

Proposed changes are to be submitted to ISMAffiliate Support* for review

Affiliate will be notified, advising of compliance

If there is a conflict, ISM will give explanation ofthe conflict with recommendations to bring bylaws

into compliance

Changes are then presented to the affiliatemembership for ratification in accordance with

affiliate bylaws (Note: would be beneficial to

have provision allowing electronic voting)

*Contact Linda Thomas, ISM Affiliate Support at 800/888-6276,extension 3041 or by e-mail at [email protected]


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What is important to know?

Affiliates are independent incorporated

legal entities

Must conform to federal, state, and local laws

Must not conflict with ISM Bylawsin 2 areas

Membership criteria

Must be not-for-profit

501(c)6

501(c)3

Affiliate Bylaws

Bylaws


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What is included? Name and location

Definition of purposes

Affiliation with ISM

Membership Criteria Dues

Board of Directors

Officers

Meetings of the Association Members

Committees

Finances

Dissolution

Indemnification

Amendments

Affiliate Bylaws


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What are they?

Definition of purposes

Not-for-profit 501(c)6 or 501(c)3

Mission and Values Statements

Education and Training

Promotion of the Supply Management Profession

Diversity and Inclusion

Ethics and Professionalism Communication and Participation

Intent to be affiliated with ISM and other associations

and organizations thus engaged

Affiliate Bylaws


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What are they?

Affiliation with ISM

General

Conditions

Suspension or Termination

Affiliate Bylaws


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What are they?

Membership Criteria

Types

Qualifications

Right of Denial

Expulsion Criteria

Reinstatement

Resignation

Transfer of Membership

Affiliate Bylaws


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What are they?

Dues

Amount

Employer Discount

Payment

Nonpayment

Schedule of Dues

Affiliate Bylaws


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What are they? Board of Directors

Authority and Responsibility

Membership

Election

Terms of Office

Vacancies

Meetings

Authority to Act by Alternative Method (ConferenceCall or E-mail)

Quorum and Voting

Executive Committee

Affiliate Bylaws


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What are they?

Officers Designation of which ones

Election

Duties of Each

Affiliate Bylaws

What are we going to cover?


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What are they?

Meetings of the Association Member

Annual Meetings

Special Meetings Quorum

Voting

Action by Association Membership Without a

Meeting

Order of Business

Parliamentary Rules

Affiliate Bylaws


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What are they?

Committees

Standing Committees

Marketing/Membership

Educational/Professional Development

Communication/Public Relations

Auditing

Diversity\Program Special Events

Special Committees

Nominating Committee

Affiliate Bylaws


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What are they?

Committees

Finances

Fiscal Year

Appropriations

Affiliate Bylaws


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What are they?

Dissolution (Optional)

Dissolution Process

Dedication of Funds

Affiliate Bylaws


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What are they?

Bylaws Chapters

Location

Approval

Affiliate Bylaws


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What are they?

Indemnification

Litigation

Authorization

Expenses Incurred

Personal Liability

Affiliate Bylaws


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What are they?

Amendments

Affiliate Bylaws


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What are Policies? Guidelines that regulate:

Organizational action

Control conduct of people and

activities of the system-Actually type of position statement

Board of Directors can change without vote frommembership

Each organization must make clear, conscious decisionsabout its own standards and principles of operation

Can be a philosophy, a mission, or a general objective Normal method of handling things-the basic rules

Protocol for implementation

Some quite specific/others deliberately ambiguous

Policies


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General Rules to go by

Board of Director Control - Things to include: History of Affiliate

Mission, Value, and Vision Statements

Billing Membership Management

Attendance to ISM Leadership Workshop

Attendance to ISM International Conference

Expense Reimbursement

Consent Agenda for Meetings

Special Awards

Affiliate Scholarships

Affiliate Job Bank

Traditions

Policies


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When, Why and How to Make Changes to Policies

and Procedures

Policies and Procedures should be reviewed andrevised as needed

Changes do not need to be reported to ISM

Reasons for changes: Meet the changing needs of members

Change in operations or operating procedures

Change in organizational relationships

Board decisions on specific issues

Secretary or other officer records and updates asneeded

Board approval is usually sufficient


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Board of Director Control Things to include

Title

Mission/Purpose

General Duties Specific Goals for Current Year

Time Frames

Amount of Time Required

Time Line with schedule/significant dates

General Duties Skills and Qualifications

Expected Results

Benefits to Volunteer (Recruiting Tool)

Job Descriptions


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Job Descriptions

Create descriptions for each position Revise as necessary

Include:

Specific job title

Description summaryessence of position Qualifications

Job duties/activities

Working conditions, commitment involved

Conditions of servicewhat benefits orconsiderations should they know about

Supervision


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What are they?

Procedures

Supplement guidelines (policies)

Methods for conducting affairs of organization Established forms

Flow charts

Step by step and sequence

Action oriented Consequences for failure to comply

Procedures


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Procedures-Board of Director Control/Chair Things to include

Detailed How-to

Flow Charts

Forms

Instructions Planning Meeting

New Board Member Orientation

Invoicing

Reconciliation of Membership with ISM

Annual Meeting Preparation

Special Event Preparation Past Presidents Night

Purchasing Month in March

ISM Person of the Year Award

Affiliate Excellence Award

Procedures


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Affiliate Bylaws

What can go wrong? Non-Compliance with ISMs Bylaws and

Policies

Contradiction Overlap

Too restrictive

Out of date Failure to follow them


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Resources

Past presidents, parliamentarians or other affiliatemembers with bylaws experience

Local Parliamentarian association

ISM Model Affiliate Bylaws document(Members Only/Affiliate Management area of Web Site)

ISM Affiliate Support staff (Linda Thomas [email protected])Roberts Rules of Order

Internet resources http://nonprofitlaw.com/bylaws.htm

http://tx.essortment.com/nonprofitsbylaw_pzv.htm

http://www.nonprofitrisk.org


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What to Include in Job Descriptions


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What to Include in Policies and Procedures


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Questions, Comments,

Feedback

THANK YOU !


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Notes

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NOTES

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