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Refining Bylaws to Unite Boards: Convincing Members to Amend Bylaws

The past couple of decades have witnessed substantial improvements in club governance. More and more clubs are adopting governance models built on proven principles and best practices.

Boards of directors are documenting policies that clarify how they will use the authority given them in the bylaws, policies that:

  • Clarify the roles of the board, its officers, the general manager (GM) and committees.
  • Document how the board will conduct meetings, orient new members and elect officers.
  • Delegate authority to the GM.
  • Identify limitations on the GM’s authority.

As forward-thinking boards address ways to improve a club’s governance model, many have found their efforts stymied by restrictive bylaws. For example, a club’s bylaws may:

  • List the specific committees the board is required to form and maintain, thereby preventing the board from adopting a more appropriate list of committees.
  • Identify the president as the chief executive officer, which risks giving the president an operational role rather than the primary role of chairing the board.
  • Call for the board to use Robert’s Rules of Order for its meeting management, which can burden meetings with an unnecessarily arcane process.
  • Describe a contested process for electing board members, even though an uncontested election process is more likely to result in directors being elected on the merits.

Because the vast majority of club bylaw changes require approval by the members, boards are left to decide whether to recommend amendments that would enhance the club’s governance model. The decision tends to turn on two factors: the cost of the change and the amount of political capital the board has to spend:

  • The cost of an amendment varies directly with the amount of anticipated resistance of the members to the change. For example, the members probably don’t care much about the rules for managing meetings; nor are they likely to worry about the president’s title. Conversely, moving from a contested to an uncontested election process is sure to be resisted by a substantial percentage, if not a majority, of members.
  • Political capital is essentially the measure of trust the members have in the board. A low level of trust will lead members to question the motives of the board as it proposes an amendment. Whether it’s through formal member surveys, conversations among members or a club’s culture, board members typically have a sense of the amount of political capital they have to spend on bylaw amendments.

Because both the cost of an amendment and the level of trust enjoyed by the board depend on its credibility with the members, how can a board improve the probability of a bylaw change gaining the support of the membership? One way is to address a frequent complaint that the board is not transparent and its communication with the members is neither timely nor comprehensive. We speak to this member concern on p. x, In Boards We Trust. Another way to build credibility with the members is to develop a board policies manual (BPM).

The Board Policies Manual

It may seem we consider a BPM to be an elixir that cures all ills relating to club governance. It’s true that we advocate the BPM to clarify the expectations of board members, the roles of committees, the relation- ship between the board and the GM and more. But as it relates to the challenge of winning member support for bylaw changes, the BPM can play another important role. The BPM is a compendium of all board policies. It’s the voice of the board in writing a message not only to the GM and his/her staff, but also to the members. The BPM demonstrates the board’s commitment to good governance and to the way it will use the member-granted authority to carry out its fiduciary duties. It holds the board accountable to its own policies, which, being in full view of the members, can mitigate concerns about transparency.

Further, if the board is open with the members via the BPM, it can more clearly show where a particular bylaw restricts its ability to govern effectively. For example, changing the election process from contested to uncontested is probably the bylaw change with the highest cost in terms of member resistance. Members instinctively want to choose their leaders rather than having them chosen by a nominating committee.

A BPM with a well-documented process of selecting nominating committee members with integrity, independence and objectivity, and a well-defined board profile can add confidence in the quality of the slate members will be asked to ratify.

So, if your board seeks to persuade its members to change the bylaws, consider first developing a BPM. It will not only reveal where a bylaw impedes the adoption of a board policy, it will also add to the level of political capital it has to spend on the bylaw’s amendment.