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Inspiring girls to become strong, smart and bold® |
Mel Cyrak
National Membership Chairman
Road Runners Club of America, Inc.
Dear Mr. Cyrak,
Thank you for contacting me with your request that I review the proposed bylaws revisions for Road Runners Club of America, Inc. (RRCA) and give you my opinion regarding those revisions. I am happy to do so as I have become a fascinated observer of the in’s and out’s of writing bylaws. I found your proposed bylaws to be an interesting case, with some areas that I think could be problematic for your board, as I will describe later.
First, let me speak to my qualifications on the subject of bylaws. I have been a practitioner in the field of youth and human services for 25 years, with a special interest in services to women and girls. I served as executive director for small and large nonprofit organizations in California, Nebraska and Iowa. Now, I serve at the national level as the Director of National Services for Girls Incorporated, an organization that inspires girls to grow strong, smart and bold. My particular interest is in leadership education, organizational development and governance. I have developed trainings and educational materials for new executive directors and have authored guides and workshops for boards of trustees. I co-authored a research report on the national governance structures of national federated organizations and have recently published a book for nonprofit boards of trustees.
In the course of writing the research report on national governance structures, we studied the bylaws of some twenty national membership organizations, and we interviewed their national leadership about their bylaws and the way the bylaws are applied in actual usage. In addition, I have recently served as staff support to the national bylaws revision committee at Girls Incorporated. This year we accomplished a complete rewriting of our bylaws and I authored those changes for the committee. They will be voted on tomorrow at our national council meeting here in Washington, D.C.
Now I would like to address the subject of the purpose of bylaws, because I think what I will say here will apply to your situation. The purpose of bylaws is to codify for an organization the way that it will do its business. The bylaws contain the rules for operation of the organization—who can belong, who makes decisions, what are the limits to their decision-making authority, who leads and for how long, etc. Perhaps the most important but often underrated section of bylaws is the one that speaks to amending the rules. The method by which the rules can be amended is very important because it provides the safeguard for any who might feel dissatisfied with the process. If the membership doesn’t like the rules, the amendments section explains very clearly what it will take to change the rules.
An important discovery that we made when we were researching national membership organizations is that they face one primary challenge—how to strike a balance between fair representation of the membership with the need for expediency, or getting the work done. All of the organizations we interviewed talked about how they struggle to provide for the democratic representation of their membership, even though democracy takes time. Often staff members who are charged with getting things done get frustrated with how long the democratic process can take, and so they are frequent advocates for more expedient processes. In the case of RRCA it would seem that striking such a balance is the issue with which you are faced.
Now I come to some more specific comments about the RRCA case. I have read both the existing bylaws (which are only one year old) and the proposed revision that will be voted upon next week. The existing bylaws are very similar in structure and content to the bylaws of many of the other national membership organizations that we studied. There was nothing in the existing bylaws that jumped out at me as unusual or problematic, except for Article VII in the list of duties for the Board of Directors where there was more administrative detail than we recommend. This administrative detail is not a serious problem, but does present a spot where streamlining might be a good idea.
The proposed bylaws, particularly the articles related to the structure of the board, are the most unusual rules that I have ever encountered. In fact, I would go so far as to say that I believe they violate the spirit of the nonprofit tradition which calls for a separation of duties between volunteers and staff.
It is common for nonprofit bylaws to describe the position of Chief Executive Officer as the primary paid position in the organization. It is becoming a little more common for the CEO to hold a non-voting place on the board of directors, and even less common (although it does occur) for the CEO to be a voting member of the board of directors. However, this last situation (voting member of the board) is the farthest that I have seen nonprofit bylaws go in terms of staff power. I have never before seen bylaws in which the chief staff person is allowed to nominate or appoint other board members, particularly board officers. I have never seen the CEO given the power to create committees and assign other duties. The proposed bylaws say “All officers shall perform such functions assigned by the Chief Executive Officer and shall perform such other duties as may from time to time be requested by the Chief Executive Officer.” I have never before seen such a reversal of roles and in my opinion, such a reversal is highly inadvisable. In nonprofit organizations that separation of duties between the board and the paid staff is an important way that balance is achieved. In this case, the CEO becomes the leader and the board members become the followers. It is foolish to think that any board could hold supervision power over a CEO who has the power to appoint them and direct their work.
I could go on about this subject, pointing out many of the specific places in the proposed bylaws that I think are dangerous, but all of my comments would come down to the same thing. The balance of power at RRCA will be seriously eroded if the membership votes for these bylaws revisions. And, if they adopt the bylaws revisions but later become dissatisfied with what they have done, they will have a difficult time undoing the damage as the method for amending the bylaws will have been changed too.
Near the end of our published paper on national governance structures, Candace Widmer and I make the recommendation that organizations “talk about their governance structure often, but make changes infrequently.” Considering that RRCA just adopted new bylaws last year, you really haven’t had enough time to test them yet. Adopting another major revision this year (especially such a sweeping revision) is probably too soon.
Sincerely,
Susan Houchin
Director of National Services
Publications
Houchin, Susan and Candace Widmer, Ph.D. The Art of Trusteeship: The Nonprofit Board Member’s Guide to Effective Governance, San Francisco: Jossey-Bass, Inc., November, 2000.
Houchin, Susan (ed.). Continuing Education Guide for Girls Incorporated Trustees. New York: Girls Incorporated, 1999.
Houchin, Susan and Candace Widmer, Ph.D. The “Scholar” and the Practitioner. Girls Incorporated: New York, NY. A paper presented at ARNOVA Conference, Seattle, WA, November 4-6, 1998.
Houchin, Susan and Candace Widmer, Ph.D. Governance of National Federated Organizations. National Center for Nonprofit Boards: Washington, D.C., 1999.
Houchin, Susan. The Art of Trusteeship, a Guide for Girls Incorporated Trustees. Girls Incorporated: New York, NY, 1995.
Houchin, Susan. “The Board of Directors/Trustees”. The Executive Leadership and Management Guide. Girls Incorporated: New York, NY, 1995.
Houchin, Susan and the Rev. Dr. James B. Lemler. “Two Perspectives on Power and Leadership.” The Trustee Educator, Volume 6, Number 2. Trustee Leadership Development: Indianapolis, IN, 1995.
Houchin, Susan. “Rural Communities.” Planning to Live, Evaluating and Treating Suicidal Teens in Community Settings. Ed. Mary Jane Rotheram-Borus, et. al. National Resource Center for Youth Services: Tulsa, OK, 1990.