In the Spirit of Service Not Self for Veterans, God and Country 1 Understanding Governing Documents

In the Spirit of Service Not Self for Veterans, God and Country Ladder of Governing Documents Federal and State Laws Articles of Incorporation Constitution and/or Bylaws Rules of Order –Special Rules of Order –Parliamentary Authority Standing Rules and Policies 2

In the Spirit of Service Not Self for Veterans, God and Country Why is this Important? Members won’t read/follow governing documents if they are not organized and well written Confusing documents lead to conflicts between members IRS Form 990 Part VI Section A 3

In the Spirit of Service Not Self for Veterans, God and Country Federal and State Laws Internal Revenue Code State Nonprofit Corporation Laws Common issues: –Quorum requirements –Notice requirements –Powers and duties of boards of directors –Proxy voting –Electronic meetings and communications 4

In the Spirit of Service Not Self for Veterans, God and Country Articles of Incorporation Information required to incorporate under state law and in some cases federal law Cannot be suspended 5

In the Spirit of Service Not Self for Veterans, God and Country Constitution and/or Bylaws Laws adopted by an organization for its own governance A ‘contract’ between members and organization Stipulates the structure and authority Cannot be suspended Most important document 6

In the Spirit of Service Not Self for Veterans, God and Country Rules of Order Adopted Parliamentary Authority Should be designated in the bylaws Helps members decide what to do when the group has no written rules May suspend one or more rules contained in the parliamentary authority by a 2/3 vote if not in conflict with governing documents 7

In the Spirit of Service Not Self for Veterans, God and Country Rules of Order Special Rules of Order Supersede any rules in the parliamentary authority Adoption requires one of the following: –Previous notice and a 2/3 vote –A vote of a majority of the entire membership May be suspended by a 2/3 vote 8

In the Spirit of Service Not Self for Veterans, God and Country Standing Rules and Policies Relate to the details of administration for the organization Adoption requires a majority vote To amend or rescind requires: –2/3 vote with no notice - or –A Majority vote with previous notice - or –vote of a majority of the entire membership May be suspended by a majority vote if applicable only within the current business meeting 9

In the Spirit of Service Not Self for Veterans, God and Country Custom Procedures and rules that aren’t written Widely known and followed by ‘seasoned’ members Customs must yield to conflicts in governing documents May be a roadblock for assimilating new members 10

In the Spirit of Service Not Self for Veterans, God and Country Drafting Bylaws and Rules Precision in word choice –Shall vs. Will vs. May vs. Should Sentence structure and punctuation are important What is omitted may carry as much significance as what is included 11

In the Spirit of Service Not Self for Veterans, God and Country Drafting Bylaws and Rules Each sentence written so the complete meaning is clear OR Each sentence compels referral to an adjoining section Temporary or transitional items are not included 12

In the Spirit of Service Not Self for Veterans, God and Country Drafting Bylaws and Rules Be aware of: –Meaningless statements –Redundancy –Words or phrases that are not defined –Unnecessary adjectives or modifiers –Provisions that are not enforceable –Spreading rules covering a single topic among articles 13

In the Spirit of Service Not Self for Veterans, God and Country Drafting to Avoid Amendments Establish a provision/entity in the constitution or bylaws May stipulate in the constitution or bylaws who has the authority to amend Details and/or procedures concerning the provision/entity are adopted in the standing rules 14

In the Spirit of Service Not Self for Veterans, God and Country Drafting to Avoid Amendments Section 3. The National per capita dues shall be one dollar and twenty-five cents ($1.25) per annum for Junior members, and nine dollars ($9.00) per annum for Senior members, effective in the 2013 administrative year, and shall include a subscription to the American Legion Auxiliary national magazine for Senior members. Each Department shall remit the national per capita dues promptly to the National Treasurer at least once each month (Jan. 2012). 15

In the Spirit of Service Not Self for Veterans, God and Country Drafting to Avoid Amendments Section 3. Dues shall be as set forth in the Standing Rules. Section 4. Dues may be adjusted by a two-thirds vote of the convention. 16

In the Spirit of Service Not Self for Veterans, God and Country Drafting to Avoid Amendments Section 4. Adjustments that are less than or equal to the rate of inflation, as measured by the change in the Consumer Price Index–Urban released by the U.S. Department of Commerce between January of the year in which the last dues increase occurred and January of the year in which the adjustment is proposed, shall require a two-thirds vote of the NEC. Section 5. Adjustments that are greater than the rate of inflation, as defined in section 4, shall require a two-thirds vote of the convention. 17

In the Spirit of Service Not Self for Veterans, God and Country 18 Questions?

In the Spirit of Service Not Self for Veterans, God and Country 19 Chris Dickey Professional Registered Parliamentarian