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SNU Governance Document Structure Considerations

There are several types of documents that are used to guide association governance. In creating or modifying these documents one important consideration is to create a coherent and consistent structure to these documents.

Defining the documents

An organization is a collection of individual persons acting as a group in a broader society. Its governance documents are a set of contracts or agreements that define the organization and its relationships. Robert's Rules (RR) has significant discussion related to these issues. See sections 2, 53, and 55.

“Experience has shown that some of the rules of a society should be made more difficult to change, or to suspend – that is, set aside for a specific purpose – than others. Upon this principle, the rule which an established organization are divided into classes – some of which are needed by every society, while others may be required only as conditions warrant.” (RR 2)

Constitution - The document that defines the agreement between the organization and the society in which it exists is its constitution. If the organization is incorporated, this document is a contract with the state and may be known as articles of incorporation or a charter. The constitution declares the name of the organization, explains why it is formed, and describes how it is to be accountable for what it does.

Bylaws - The bylaws, also known as regulations, comprise an agreement or contract between the members of the organization about how they will behave and function as a group.

Rules of order – relate to the orderly transaction of business and facilitate smooth functioning of meetings. These are are usually incorporated into the governance documents by including an authoritative resource such as Robert's Rules of Order Newly Revised (RR).

Policies – sometimes known as Standing Rules these are about how non parliamentary things are done and why they are done that way in the organization is the realm of policies. They serve somewhat like an employment agreement and job description.

What Goes Where, a map

An example of the distribution of membership related issues can be seen in the Issues page where the WBCCI Constitution, Bylaws, and Policies regarding membership are quoted. For Units, there is good question about whether or not they should have both a constitution and bylaws. In the Unit incorporates in its state, then a constitution, as a charter of incorporation is necessary and should meet appropriate state law (i.e. be reviewed by a competent legal advisor). For those Units that do not incorporate and remain under the WBCCI's corporate umbrella, RR recommends that the constitution and bylaws be combined into one document with only one caveat.

“it is not improper, in an unincorporated society, to have both a constitution and bylaws as separate documents (provided that the constitution is made more difficult to amend), there are decided advantages in keeping all of the provisions related to each subject under one heading within a single instrument – which results in fewer problems of duplication or inconsistency, and gives a more understandable and workable body of rules.” (RR 2)

A Unit of the WBCCI has very little need to have two levels of rules separable only by the difficulty to amend. That difficulty is handled by the Unit and WBCCI segregation. The WBCCI suggested sample bylaws might consider this in future revisions. Units should also consider consolidating their constitution and bylaws. For the SNU, this could be a phase III revision process.

Note that this discussion is focused on the SNU. It is a small Unit that is studiously informal. For this reason, issues such as standing committees are demoted from bylaws to policies, the slate of officers is set at a minim, and the documents are intended to reflect getting done when it needs done with the resources available rather than as an ongoing resource commitment.

The following table is based on the articles and sections of the current SNU Constitution and Bylaws. Where these are in the WBCCI Sample and the proposed new SNU documents is noted in columns to each side. Comments are provided to help identify differences, requirements, or issues. (v) indicates articles where verbatim use of the WBCCI Samples is requested. If a provision is required by the WBCCI bylaws, it is noted in bold in the comments with reference to the Bylaws provision. The 'C' indicates a Constitution provision and a 'B' indicates a Bylaws provision. That is followed by the Roman numeral article number and further identifiers in outline fashion separated by dots.

WBCCI Sample	Existing SNU Documents	Proposed	Comments
	UNIT CONSTITUTION
C.I (v)	C.I. NAME OF ORGANIZATION	C.I	“Hereinafter” added to identify acronyms used throughout. “nonprofit association of...” also added.
C.II (v)	C.II. OBJECTIVES	C.II	Copied from the WBCCI Constitution but necessary to identify the Unit (descriptive, not regulatory)
C.III (v)	C.III. MEMBERSHIP QUALIFICATIONS	B.I	See Issues on Membership - The SNU is prohibited from any variance to the membership as defined in the WBCCI Constitution or Bylaws. All that is needed in the SNU membership provisions is a recognition of those provisions and their superiority in a way that defines terms for the SNU documents.
C.III.1	C.III.1. ownership	delete
C.III.2	C.III.2. Regular and Unit Members.	delete
C.III.3	C.III.3. application and dues	delete
C.III.4	C.III.4. retention after sale	delete
C.III.5	C.III.5. definition of regular and unit	B.I.1
C.III.6	C.III.6. unit and international dues payments	delete
C.III.7	C.III.7. failure to pay terminates	delete
C.III.8	C.III.8. co-ownership	delete
C.IV	C.IV. OFFICERS AND THEIR ELECTION	B.II
C.IV.1	C.IV.1. officers	B.II.1
C.IV.2	C.IV.2. officer election	B.II.2	req VI.2(a)
C.IV.4~	C.IV.3. succession	B.II.3-4
C.IV.3	C.IV.4. Trustees election	B.II.5
C.IV.5~	C.IV.5. trustee succession
	C.IV.6. balloting
C.V. (v)	C.V. EXECUTIVE BOARD	B.II.C
C.V.1 + 2	C.V.1. definition	B.II.C.1	sample C.V.3 is meeting call (see existing C.VI.4)
C.V,4	C.V.2. quorum	B.III.B.1
C.VI. (v)	C.VI. BUSINESS MEETINGS	B.III
C.VI.1	C.VI.1. annual: when, quorum, announcement	B.III.A.1	req VI.2(b)
C.VI.	C.VI.2. other; notice
	C.VI.3. Exec Board call business meeting	B.III.C.1-2
C.V.3	C.VI.4. President call Board meeting	B.III.B.2
C.VI.2	C.VI.5. definition of a vote	B.I.4
C.VI.3	C.VI.6. balloting	B.III.D
C.VII. (v)	C.VII. BYLAWS	C.III.1
C.VII.1	C.VII.1. superceeding authority	C.III.2
C.VIII. (v)	C.VIII. AMENDMENTS	C.III.3	req VI.2(e)
C.VIII.1	C.VIII.1. proposing	C.III.4
C.VIII.2	C.VIII.2. adopting	C.III.4
C.VIII.3	C.VIII.3. effective	C.III.5

	UNIT BYLAWS
B.I	B.I. ORDER OF BUSINESS
B.I.1 (v)	B.I.1. parliamentary	B.III
B.I.2	B.I.2. The order of business shall be:		This is in RR and therefore redundant and not necessary
B.II.	B.II. COMMITTEES		The necessary standing functions are defined as a part of the officer duties. All other tasks of these committees depend upon needs and resource availability and are thus better left to policy.
B.II.	B.II.1. Standing Committees shall be, president's role
B.II.2	B.II.2. composition
B.II.	B.III. STANDING COMMITTEES (duties)
B.II.	B.III.1. Budget
B.II.	B.III.2. Caravan
B.II.	B.III.3. Constitution and Bylaws
B.II.	B.III.4. Ethics and Grievance
B.II.	B.III.5. Family/Youth
B.II.	B.III.6. Historical
B.II.	B.III.7. Hospitality
B.II.	B.III.8. Legislative
B.II.	B.III.9. Membership
B.II.	B.III.10. Publicity
B.II.	B.III.11. Public Relations
B.II.3	appointment (non numbered)Special Committees may be appointed by the President as required.
B.III.	B.IV. GUESTS		These provisions are policy issues in order to accommodate potential insurance issues and also to support the identity of the club. They should more properly be defined at the International level.
B.III.1	B.IV.1. invite
B.III.2	B.IV.2. sponsor
B.III.3	B.IV.3. reservations
B.III.4	B.IV.4. buddy rallies
B.IV. (v)	B.V. NOMINATING COMMITTEE	B.III.A.2
B.V.	B.VI. DUTIES OF OFFICERS	B.II.A	existing condensed from sample
B.V.1	B.VI.1. president	B.II.A.1
B.V.4-5	B.VI.2. secretary	B.II.A.2
B.V.6	B.VI.3. treasurer	B.II.A.3
B.V.7	B.VI.4. trustee	B.II.A.4
B.VI. (v)	B.VII. DELEGATES	B.I.C	req VI.2(c)
B.VII. (v)	B.VIII. DUES
B.VII.1	B.VIII.1. Board sets dues
B.VII.2	B.VIII.2. payment schedule		See membership discussion.
B.VIII (v)	B.IX. CODE OF ETHICS	Policy	This was covered in membership in a more general 'duties and obligations' suggestion in the proposed bylaws. Redundancy was reduced because the WBCCI Code of Ethics was cited rather than repeated.
B.VIII.1	B.IX.1. All members shall abide	Policy
B.VIII.	B.IX.2. the code	Policy
B.IX. (v)	B.X. LIABILITY	B.V	req VI.2(a)
B.XI. (v)	B.XI. AMENDMENTS	B.VII	req VI.2(e)
B.XI.	B.XI.1. where and how	B.VII.1
B.XI.	B.XI.2. effective	B.VII.2
B.XII. (v)	B.XII. DISSOLUTION	B.VI	req VI.2(d)
Policy (B.X)		B.IV	suggested add as per sample
B.III (v)			Guests moved to policy, also subject to superior authorities

Tests to guide placement of provisions

To whom is the provision addressed?

To the community outside of the organization? (constitution)
To the members at large? (bylaws)
To a particular member? (policies)

What is the nature of the provision?

Does it describe the organization? (constitution)
Does it describe how the organization functions? (bylaws)
Does it instruct members about what to do? (policies)

How likely is the provision to change?

Unlikely over the entire life of the organization. (constitution)
As the organization grows and changes. (bylaws)
To meet specific circumstances. (policies)

How difficult should it be to change the provision?

Very difficult. (constitution)
Considered carefully. (bylaws)
A leadership decision. (policies)

What is the scope of the provision?

It is very broad (constitution)
It sets standards (bylaws)
It describes specific behavior (policies)