policies and procedures

[Bea Mosely]

What is the difference between an organization's bylaws and their policies and procedures? If the bylaws do not state how many board meetings may be called each year but the policies and procedures do, can the president decide to have fewer meetings without getting a vote from the whole board or does the whole board have to approve? Also, if the chairs are not defined in the bylaws but they are in the P & Ps, can he do away with a committee during his term?

[jstackpo]

P & P , presuming they were formally adopted by the association at some time in the past, are probably a mixture of "Standing Rules" ("Policies", RONR, p. 257) or "Special Rules of Order" ("Procedures", p. 15). They are all rules that the association should follow until such time as they are "suspended" (p. 252 ff.), for a special purpose, or amended or rescinded. In general, you cannot suspend bylaws.

See p. 9 ff. for a full discussion of other differences.

[hmtcastle]

What is the difference between an organization's bylaws and their policies and procedures?

The primary difference is the method by which the rules can be changed (or, if possible, suspended), with the bylaws being more difficult (e.g. previous notice required) and the standing rules being less difficult (e.g. no previous notice required).

You put in the bylaws things that will rarely change (e.g. there will be annual dues) and in the standing rules things that may change from time to time (e.g. the amount of the annual dues).

[David A Foulkes]

What is the difference between an organization's bylaws and their policies and procedures? If the bylaws do not state how many board meetings may be called each year but the policies and procedures do, can the president decide to have fewer meetings without getting a vote from the whole board or does the whole board have to approve? Also, if the chairs are not defined in the bylaws but they are in the P & Ps, can he do away with a committee during his term?

Typically, the bylaws contain the language that defines meetings, how many to be held as regular meetings, and how often. The language will often say something like "Regular meetings shall be held on the first Tuesday of the month, or at such other time and place as determined by the Board." This leaves a little leeway for the board to "reschedule" a meeting if they deem it necessary. But this authority rests with the Board (by majority vote) not in the hands of the President alone. How your P&P's word it will be important.

As for committees, the appointing power usually has the authority to un-appoint a committee. Again, the language regarding the establishment and appointment is often found in the bylaws, although committees can be established and appointed by resolution at a meeting. If any language in your P&Ps gives the President the unilateral authority to appoint a committee, it seems he would also retain the authority to dissolve it as well. But that wouldn't apply to committees established by rule or another appointing authority (such as the board, the membership, or resolution).

[Josh Martin]

What is the difference between an organization's bylaws and their policies and procedures?

The Bylaws are the fundamental governing document of an organization. "Policies and Procedures" typically deal with administrative details and are usually in the nature of standing rules, but in some organizations they include both standing rules and special rules of order. The Bylaws supersede the Policies and Procedures if they conflict.

If the bylaws do not state how many board meetings may be called each year but the policies and procedures do, can the president decide to have fewer meetings without getting a vote from the whole board or does the whole board have to approve?

If the Policies and Procedures prescribe a certain number of board meetings each year, that number cannot be changed except by amending the Policies and Procedures. By default, only the general membership has that authority. Neither the board nor the President has the authority to amend the Policies and Procedures unless such authority is granted by the Bylaws.

Also, if the chairs are not defined in the bylaws but they are in the P & Ps, can he do away with a committee during his term?

The same principles apply as with the meetings rule.

They are all rules that the association should follow until such time as they are "suspended" (p. 252 ff.), for a special purpose, or amended or rescinded.

Well, in this case, I believe it's just amended or rescinded. A rule pertaining to how many meetings should be held doesn't seem suspendable. An assembly can't Suspend the Rules to not have the meeting it's currently having, and a motion to Suspend the Rules can't be applied to a future session.