BYLAWS 1012009 Governing Council

US Figure Skating

SHORT STRAW THEORY

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WHAT THEY THINK…

HOW WE’RE GOING TO DO IT…

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AGENDA Introductions Why? Basics KISS Two little words Bylaws vs. Policies Case Studies

INTRODUCTIONS Elizabeth Harty

NVC of Policy & Rules (Membership Committee

Reviews bylaws of all new member clubsMasters degree in Nonprofit Management

Susi WehrliUS Figure Skating Sr. Director of

MembershipOversees Member Services, Basic Skills,

Program Development, and all other really cool programs at US Figure Skating

WHY? After spending a couple of days at US Figure Skating Headquarters in Colorado Springs, I discovered that some clubs are a little behind in their due diligence…

IF THIS WAS THE MACHINE YOUR CLUB USED…

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OR IF THIS WAS THE LAST PERSON TO WORK ON YOUR BYLAWS…

It’s time for a review

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HOW OLD ARE YOUR BYLAWS The average age of most bylaws on file

at USFS HQ is six years old. A review should happen about every

four years. One set of bylaws were from 1959 Times they are a changin’… If your bylaws were type written, are

currently on onion paper or mimeograph paper, you could be a bit behind.

LEGAL DISCLAIMER

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LEGAL DISCLAIMER The advice that you are receiving today is from

someone who has studied nonprofit governance and nonprofit law, but I am not attorney.

All clubs should have their bylaws reviewed by a LOCAL attorney who is knowledgeable about nonprofit corporate law since there are different legal requirements that differ in different jurisdictions.

The highest authority governing nonprofit organizational documents is the state corporation act. Bylaws may not violate any provision of state corporate law – if they do, any provision in violation of the law is VOID.

DEFINE Bylaws are significant written rules by

which an organization is governed. With minor exceptions, they are largely the same for all organizations since the mission of the organization does not ordinarily affect the structure of governance documents.

The Nonprofit Board’s Guide to Bylaws (Creating a Framework for Effective Governance) by D. Benson Tesdahl, Esq.

ANNUAL REVIEWHappy Board Members! Always happy to help out..Until you ask for volunteers for the Bylaws Review Committee

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ANNUAL REVIEWThen suddenly no one is around…

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ANNUAL REVIEWAnd you’re left to do it on your own.

Fear not because it’s not that hard!

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BASICS General information

Who you areWhere you’re locatedHow you operateHow you change things

MembersQualificationsClasses of members and their rightsWho can voteMeetingsConflict resolution

BASICS Board of Directors

How manyWho is qualified and how long can they

serveNominating processQuorum & voting requirementsMeeting proceduresCommitteesConflict of Interest Removing board members

BASICS Officers

QualificationsDutiesProcess for selecting or appointingTerms and term limits

Fiscal MattersFiscal year Indemnification and D&O Insurance

MUST HAVES Conflict Resolutions

Required by US Figure Skating Conflict of Interest

IRS “recommends”

What did he forget to include??

KEEP IT SIMPLE, SILLY Avoid complicated language and legal-

ease Can an 18-year old understand it? Don’t react to issues (more later on

that…) Electronic version It’s not a secret document – publish it

and share it on the web

AMENDING BYLAWS Watch out for conflicting language with

other sections Discuss why you need to amend your

bylaws with your members (justification) What’s the impact (governance,

financial) Notice to members and voting process

JUST BECAUSE YOU CAN.. Bylaws to remove board members and

club members Be sure to try all ways to resolve the

issues Document all conversations Be realistic – it can be a PR nightmare.

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TWO LITTLE WORDSA WORLD OF DIFFERENCE AND In order to be true,

both parts of the sentence have to happen.

OR Choice In order to be true,

either parts or the sentence can happen.

BYLAWS VS. POLICIES

Changed by members’ votes Board resolutions

Bylaws are about governance and not about “skating.”

Policies would include:

Solo policies Ice time seniority Fundraising

responsibilities Team uniforms

CASE STUDIESThere is just NO WAY your bylaws can prepare you for everything!

WHAT IF YOU THREW A PARTYAnd nobody showed up…

I’LL GET YOU MY PRETTYAnd your little dog, too!

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THE BEST LAID PLANS OF BOARDS AND CLUBSNobody is liked by everyone

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QUESTIONS??

THANK YOU FOR ATTENDING TODAY

IF YOU HAVE FURTHER QUESTIONS Contact me at

MEHarty@usfamily.netFacebook: Elizabeth HartyTwitter: MEHartyCell phone: 612-730-8722