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JAK

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Can a fundraising support group which falls under the bylaws of a large medical nonprofit be governed by standing rules or rules of order? Currently, we have our own "bylaws" but they fall under the nonprofit's bylaws. Should we / can we instead create a set of standing rules to govern our support group?

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In general, subordinate groups such as yours can adopt their own standing rules and/or special rules of order. However, assuming your group is actually bound by the provisions of the larger parent group's bylaws, you cannot adopt any standing rules or special rules of order that conflict with the rules of the parent organization.

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This is a fundraising support group that was formed in 1975 by the parent organization's Board of Directors. The support group then developed its own "bylaws" for governance (which conform to the parent organization's bylaws). However, now, if we need to change even small points, these changes need to go to the Board at the parent organization - - it wastes their time and is not of consequence to the business of the Board. We'd like to instead incorporate our governance info into standing rules which can be changed if needed without going to the parent institutions Board. Are standing rules appropriate in this circumstance?

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Well, standing rules are those that deal with administrative and program issues within an organization, rather than basic governance matters, which should be in the bylaws. For example, how you set up and run fundraisers would be subjects covered by standing rules. In contrast, requirements for membership, officer positions and eligibility, board makeup and responsibilities, meeting schedules, quorums, and a parliamentary authority are items that belong in the bylaws.

However, I'm not entirely clear on the relationship between your group's bylaws and the parent group's bylaws. According to RONR, a subordinate group's bylaws must conform to the parent group's bylaws only on requisite points, i.e., provisions in the parent group's bylaws that are clearly binding on the subordinate group. If you have provisions in your bylaws that are not related to requirements set out by your parent group, there should be no need to go the parent group board to change these provisions. But it may be that your relationship with your parent group is much different than what RONR envisions.

It seems that if any changes need to be made to your bylaws to allow you to set up standing rules for your group. you will have to go to the parent group's board for approval of those changes. Once that is done, though, any subsequent changes or additions to your standing rules should be able to be done entirely within your group. .

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