Policies and Procedures vs bylaws

[Guest Claire Wagner]

Our Non Profit 501c3 began in 1973. Our bylaws are extremely simple. 

Over the years we have established a series of policies and procedures which were written  from experiences of the membership, made through motions, seconded and voted upon by the elected officials of the corporation. These policies and procedures have been updated over the years, and recorded in a handbook so that we do not have to reinvent the wheel. 

Our policy, created in 1998, for the president's duties included that the president was to sit on all committees as an ex-officio member. In addition, the committee policy also states that the president is an ex-officio member of all committees, and that the board of directors can form committees and appoint members to sit on them.

Our bylaws do not have any reference to how committees are appointed, who may or may not be on them, and only refer to a Nominating Committee and a Screening Committee (for the purpose of determining horses that are eligible to participate in our association activities).

An amendment to the bylaws in 2006 states that "meetings shall be conducted in accordance with the most recent edition of Roberts Rules of Order Newly revised."

 

My question is, do the policies and procedures stand as corporate guidelines when the bylaws are lacking any form of guidance? 

 

[Josh Martin]

My question is, do the policies and procedures stand as corporate guidelines when the bylaws are lacking any form of guidance? 

 

I don't know what "corporate guidelines" are. From the facts provided, it appears that the policies and procedures are a mixture of special rules of order and standing rules.

[Guest Guest]

Thanks for the reply, Josh.

Yes, the "corporate guidelines" actually set out the duties of the officers in more detail than the bylaws; define procedures and standards for advertising in association media; list policies for committee creation, membership, reporting to the board, etc; and include guidelines for the membership directory, newsletter, demonstrations and other events - to name a few of the topics covered.

 

Does the version of RR at the time the policy or procedure was created by the board apply, or does the newest version of RR apply to all , with each update?

[Josh Martin]

Does the version of RR at the time the policy or procedure was created by the board apply, or does the newest version of RR apply to all , with each update?

 

If the society has adopted RONR as its parliamentary authority, this is understood to mean the current edition, unless the bylaws provide for a specific edition. In any event, the same edition of RONR applies in all cases, unless the bylaws provide otherwise (which would be very unusual).

[Guest Edgar]

Yes, the "corporate guidelines" actually set out the duties of the officers in more detail than the bylaws . . . 

 

Is your organization actually incorporated? If not, I'd avoid using the term "corporate guidelines". If so, your articles of incorporation (which are considerably more than "guidelines") would supersede your bylaws.

 

(Note that 501c3 status does not indicate whether an organization is incorporated or not. It's just an IRS designation for certain tax-exempt organizations.)

[Guest Guest]

If your organization is incorporated, can your Bylays state a different pupose than that in the incorporation document?

[Weldon Merritt]

If your organization is incorporated, can your Bylays state a different pupose than that in the incorporation document?

They "can" (if they are written that way) but they shouldn't. And if they do, the purpose in the incorporation document is the one that controls.

[Guest Guest]

Thank You.

[Guest Guest]

Do you have a reference in RONR or else where for this?

[Weldon Merritt]

Do you have a reference in RONR or else where for this?

I was being a bit facetious in my previous reply. Obvioulsy, a lot of things that are improper neverthless "can" be done, out of ignorance or otherwise. But the following may help:

 

"In an incorporated organization, the corporate charter supersedes all its other rules, none of which can legally contain anything in conflict with the charter. " RONR, p. 11, ll. 30-32 (emphasis added).

 

RONR also states that the bylaws provisions setting forth the name and object of the organziation may be ommitteed from the bylaws of an incorporated society,since those are in the Aticles of Incorporation. See RONR, p. 570, ll. 30-35; p. 571, ll. 9-12.