Writing and Updating Board Constitutions and Bylaws NCEA Convention 2006 Atlanta, Georgia Brother Lawrence Harvey, CFX Xaverian Brothers Sponsored Schools

Writing and Updating Board Constitutions and Bylaws Overview of Governance and difference between “constitutions” and “bylaws” Overview of Governance and difference between “constitutions” and “bylaws” Elements usually addressed in bylaws Elements usually addressed in bylaws The need to review and update bylaws The need to review and update bylaws Examples of bylaws Examples of bylaws Questions & Answers Questions & Answers

Analogy Our board (commission or council) is to our school as ___________ is to _________ a. dam : river curbstone : roadcurbstone : road governor : enginegovernor : engine control tower : pilotcontrol tower : pilot headlights : autoheadlights : auto compass : navigationcompass : navigation g. guidance system : satellite periscope : submarine h. periscope : submarine i. inspiration : poet j. designer : work of art k. spirit : higher purpose l. vision : implementation Adapted from NAIS

Analogy Our board (commission or council) is to our school as ___________ is to _________ a. dam : riverh. periscope : submarine b. curbstone : roadi. inspiration : poet c. governor : enginej. designer : work of art d. control tower : pilotk. spirit : higher purpose e. headlights : autol. vision : implementation f. compass : navigation g. guidance system : satellite Adapted from NAIS Board as control mechanism

Analogy Our board (commission or council) is to our school as ___________ is to _________ a. dam : riverh. periscope : submarine b. curbstone : roadi. inspiration : poet c. governor : enginej. designer : work of art d. control tower : pilotk. spirit : higher purpose e. headlights : autol. vision : implementation f. compass : navigation g. guidance system : satellite Adapted from NAIS Board as strategic direction setter

Analogy Our board (commission or council) is to our school as ___________ is to _________ a. dam : riverh. periscope : submarine b. curbstone : roadi. inspiration : poet c. governor : enginej. designer : work of art d. control tower : pilotk. spirit : higher purpose e. headlights : autol. vision : implementation f. compass : navigation g. guidance system : satellite Adapted from NAIS Board as meaning maker

Governance is the act, process, or power of controlling, influencing, guiding, or directing actions or behaviors. Applied to Catholic schools, governance can be explicated and understood in several ways. Governance is: (1) articulating, monitoring, and controlling the philosophy, mission, goals, and values of the sponsor and the school; (2) creating, approving, reviewing, directing, and recommending policies which are appropriate to the mission and philosophy of the sponsoring diocese, religious community, or parish; (3) ensuring the quality and continuity of the administration of the school; (4) initiating and monitoring quality education; and (5) continuing growth and development of human, material, and financial resources of the school community. Catholic Schools for the 21st Century: Catholic School Governance and Finance, Rosemary Hocevar, OSU, NCEA 1991

The governing documents (charters, articles of incorporation, bylaws or constitutions) determine the relationships the entity has with the state, the church, the parish or the sponsoring religious congregation.

Difference between Constitution and Bylaws A Constitution: Is concise Is concise Clarifies the group’s purpose Clarifies the group’s purpose Explains the fundamental purposes of the group Explains the fundamental purposes of the group Provides the basic framework for the group’s processes Provides the basic framework for the group’s processes Provides historical perspective Provides historical perspective Is rarely revised Is rarely revised Bylaws: Outline specific procedures for the group’s functioning Help group conduct business in an orderly manner Provide further definition to the constitution Easily revised, and revised regularly as procedures change

Bylaws are the legally binding rules that outline how the board of a non-profit will operate. All non-profits need these regulations to determine how they are to be governed. From “BoardSource”

Topics to be Addressed in Bylaws A statement of purpose A statement of purpose Powers of Trustees Powers of Trustees Minimum and maximum number of board members Minimum and maximum number of board members A description of the voting membership A description of the voting membership Tenure of service Tenure of service Meetings: number of, annual, special Meetings: number of, annual, special Number and description of standing committees Number and description of standing committees Description and responsibilities of the Executive Committee Description and responsibilities of the Executive Committee Officers Officers

Topics to be Addressed in Bylaws Quorum Quorum Filling vacancies Filling vacancies Review and amendment of bylaws Review and amendment of bylaws Conflict of interest Conflict of interest Removal of officers Removal of officers Indemnification Indemnification Employment of staff Employment of staff Statement of fiscal year Statement of fiscal year Dismissal of governing board member Dismissal of governing board member Meetings by electronic communication Meetings by electronic communication

Advice: “Boards that Make a Difference” John Carver Length - keep lean Length - keep lean Whatever can be put into a policy, should be omitted in bylaws Whatever can be put into a policy, should be omitted in bylaws Membership Membership Non profit equivalent of stockholders Non profit equivalent of stockholders Often reserved to Bishop of Diocese or Congregational leadership Often reserved to Bishop of Diocese or Congregational leadership Board Size – a board should be no larger than the task of “ownership linkage” requires Board Size – a board should be no larger than the task of “ownership linkage” requires

Advice: “Boards that Make a Difference” John Carver Quorum – no lower than 51% Quorum – no lower than 51% Attendance policy – often unenforceable, better to use automatic policy Attendance policy – often unenforceable, better to use automatic policy Officers – kept to a minimum, describe in terms of output areas and authority Officers – kept to a minimum, describe in terms of output areas and authority Be sure to distinguish between officers of board and officers of the corporation Be sure to distinguish between officers of board and officers of the corporation

Some thoughts on Officers of the Board PRESIDENT / CHAIR OF THE BOARD PRESIDENT / CHAIR OF THE BOARD Oversee board and executive committee meetings Oversee board and executive committee meetings Ex officio member of all committees Ex officio member of all committees Appoint committee chairs Appoint committee chairs Prepare agenda for meeting (in coordination with administrator) Prepare agenda for meeting (in coordination with administrator) Oversee assessment of chief administrator and board Oversee assessment of chief administrator and board VICE PRESIDENT / VICE CHAIR VICE PRESIDENT / VICE CHAIR

Some thoughts on Officers of the Board SECRETARY OF THE BOARD SECRETARY OF THE BOARD Maintain all records and ensure accuracy Maintain all records and ensure accuracy Review board minutes Review board minutes Provide notice of meeting when required Provide notice of meeting when required TREASURER OF THE BOARD TREASURER OF THE BOARD

Samples Diocese of Great Falls-Billings Diocese of Great Falls-Billings Diocese of Great Falls-Billings Diocese of Great Falls-Billings A Home and School Association A Home and School Association A Home and School Association A Home and School Association School Sponsored by Religious Community School Sponsored by Religious Community School Sponsored by Religious Community School Sponsored by Religious Community Conflict of Interest Statement Conflict of Interest Statement Conflict of Interest Statement Conflict of Interest Statement

Writing and Updating Board Constitutions and Bylaws NCEA Convention 2006 Atlanta, Georgia Brother Lawrence Harvey, CFX Xaverian Brothers Sponsored Schools Links and Resources