Is It Time for a Post-Pandemic Bylaws Review?
Antiquated bylaws can lock associations into a structure that makes little sense today. One expert explains why now is a good time for a refresh.
Among the many things the pandemic has exposed are problems with association bylaws. Meetings were upended and the makeup of membership changed, but an association’s governing documents haven’t always adapted to that new reality.
“Some [associations] have realized that their current structure is not well suited for a more electronic age, where everybody’s not traveling or wanting to travel as much as they used to,” says Jim Slaughter, a parliamentarian and attorney specializing in bylaws revisions and amendments. “For others, it’s an opportunity to look at their governing documents and see what can be done to modernize them.”
Like car tune-ups and physicals, bylaws review can feel like an unpleasant but necessary process. But it’s also an opportunity for an association to take a serious look at what is and isn’t working about its structure and to take the temperature of its membership. Slaughter shared four points about what to look for when revisiting bylaws and how to make sure they stay relevant.
Take a close look at meeting requirements. Some association bylaws contain antiquated provisions for leadership meetings, Slaughter says, demanding that meetings be conducted in person and even in particular places. Meeting and travel restrictions during the height of COVID superseded those requirements, but as those restrictions ease, now is a good time to take a look at what the bylaws specify for meetings.
Fresh language in the bylaws should state that committees, boards, and other groups can meet electronically. But don’t be too specific about platforms—Zoom calls will inevitably go the way of the telegraph. “You want language that five years from now allows you to meet via augmented-reality glasses, or holodeck, or whatever technology comes next,” Slaughter says.
Reconsider member categories. The nature of an association’s membership is bound to change over time. Geographic distinctions and levels of expertise or experience that were meaningful two decades ago might not make much sense today. A bylaws review is a good opportunity to revisit matters like chapter models and membership tiers.
“Some organizations are finding that because people aren’t joiners the way they used to be, they don’t need the structure they had from 50 years ago that is very dependent on lots of levels of meetings,” Slaughter says. “I see a lot of thought going into expanding membership bases, and the changes [associations] have to make to governing documents to implement them.”
People aren’t joiners the way they used to be. They don’t need the structure they had from 50 years ago. – Jim Slaughter
Ready to make changes? Buckle in. Once an association has made the decision to revise or amend its bylaws, it should prepare to spend about a year working through the details and communicating with membership, Slaughter says. “It cannot be a fast process and it cannot be a closed process,” he cautions. (On his firm’s website, he shares some of the details of that process.)
If an association forms a special bylaws committee to propose changes, he says, it should plan on communicating with members regularly, via open hearings and with new information shared on a website. Thoroughness and patience is better than a quick proposal that blindsides members and gets voted down. “At the end of this process, there should be nobody who can bring up a new idea that hasn’t already been talked about at some earlier stage,” he says.
Don’t get obsessive. Like that one board member who gets a little too fixated on the F&B budget for next year’s big conference, some bylaws committees can get obsessed with submitting a stream of new amendments every year. Better to focus on big issues, Slaughter says.
“If an organization is spending time every time they meet on lots of bylaws amendments, it might suggest there’s a problem that can’t be solved by individual amendments,” he says.