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over to sue tempura thanks Catherine and and welcome to a view and to the first of our several webinars related to good governance yes I'm the chair of the Governance Committee and the Governance Committee for the NS CDA was started several years ago and its purpose is to promote create and best practices for the National Society and the corporate societies through communication education and leadership development the chair and vice chair of the committee are appointed by the national president for a two-year term and members of the committee include the immediate past president their past presidents present and past executive committee members national nominating and catification Cure's president past presidents and dames who have a special expertise in governance making sure we represent all regions they are listed by name and contact information in your national directory which is in the website under publications to support our commitment leadership development we're devoting this webinar to bylaws as you know our previous governing document was the act and council and last year a committee was formed headed by Leonardo was a registered parliamentarian in codification chair with members of the president national president Sarah parliamentary myself and others to revise the accent into bylines after many months this was completed it was presented to the executive committee for their review and approval then three webinars were held for about 40 members who are in leadership positions to again review and make suggestions and finally at the October meeting of the National Board the revised microns was presented and approved and then they were presented to and that biennial council and approved in October in the meantime a subcommittee of the Governance Committee created model bylaws based on the NSC da bylaws to be available to and used by corporate societies if they wanted to also at the national board meeting each member of the national board was presented a complimentary copy of the Robert's Rules of Order 11th edition which is the document referred to in the NSC da bylaws so every state should have a copy of this as it was given to their presidents which brings us to today now we have updated bylaws so what does it mean how does it affect our corporate societies and our individual members thus we created this webinar which is basically in three parts first section Lea Nora Branca the codification chair and registered parliamentarian member of the Governance Committee will give an outline and hopefully address the questions as to whether a corporate societies bylaws be updated then this will be followed by Governance Committee vice-chair Karen Buckley who also serves as the NSC be a parliamentarian she will outline the process if you conclude the bylaws name to be updated or revised and this will be followed by Nancy Reid who is a new member of the Governance Committee and also serves as governance committee chair for the Virginia Society Nancy will discuss what if the corporate society bylaws are not in compliance with the NSC DEA bylaws and she'll also address why should you have a governance committee since you're all loaded they have questions we encourage you to write out those questions during this webinar presentations or you don't forget and will respond to them within two weeks so I'm very now pleased to turn and introduce to Leonor Branca hi this is Leonor thank you sue for that nice introduction and wonders how do we know if our bylaws are out of date so I've prepared for you some questions to ask as you review your bylaws and hopefully set the standard and let you know that these are all based on Robert's Rules newly revised the current edition that Sue just mentioned and the specific references will be in a copy of this presentation of my presentation that will be on the website next week so if you want to know more details so the first question is do your bylaws have these nine required articles at a minimum these are the nine required articles that Robert's Rules said that any organization should have name object membership officers meetings board of managers committees parliamentary Authority and amendment the there are you can have additional articles and complex organizations usually do but at a minimum this is what you should have next I want to go over these categories these nine categories about what should be in them so such an object these two articles are basically repeat what's in your corporate charters when they are your articles of incorporation were written according to your state laws the specifics were included in there usually includes name and object sometimes additional information so it should be exactly the same in your bylaws if you want to change some of those things you'll have to go have legal assistance to do that the next article is membership there's your article and membership include a vote on each candidate by ballot by the board of managers this is a requirement that is in the NS CDA Constitution and it doesn't tell you how to vote I mean how to conduct the vote but it does require you to have a vote by the board of managers the second thing is are the fees and news specified in dollar amounts sometimes societies like to put those and other documents but that is not in accordance with Robert's Rules and since fees and dues are as much a condition of membership as other membership requirements such as your lineage then they should be included in them in that particular article also your article your membership article state that members are free to transfer between corporate societies as it stated in the transfer resolution the information that members need to have and often not stated but really should be in by logs are your rules for reinstatement and membership limitations for example if a member is dropped for non-payment of dues and comes back later and wishes to be reinstated that should be specified how that is handled rather than leaving it to the whim of the current administration it wouldn't be consistent membership limitations are specified in the Constitution and there a requirement for you to decide what they are specifically to your society moving up to the next article on officers there's your article and officers list the officers to be elected by the Society one thing is exactly if you do not list an office you cannot elect someone to that office and if you do list an office you do need to elect someone to that office most organizations bylaws don't limit all the offices so so one person could hold two offices I'll give an example maybe today your society does not need a corresponding secretary as well as a recording secretary so but you might have both of those offices listed and one second one person be elected to both offices that would be perfectly acceptable there are other offices that you would want to limit so that only one person only the person holding that office couldn't be say both president and treasurer that wouldn't good fiscal decisions so those kind of limitation need to be listed provide for an elected nominating committee this is one of the recommendations that Robert's Rules is very clear on throughout its document that the nominating committee should not be appointed by the President and should be elected by the members it could be elected by energies you can determine that in your bylaws provide eligibility requirements for nominees for the office of president vice president treasurer and other offices and to give you an example in some organizations a term of years is required before a person is elected to the office of president for example to be assured that the person elected is experienced enough and treasurer it's often required that that person has some financial background so whatever your eligibility requirements are they should be written into your bylaws now the next one define the term of office for the president and other officers and I put quotations because it's a very important phrase but a poor 1 year or whatever number of years you determine or until their successors are elected the freight the key phrase here is or until their successors are elected if you simply have the beginning this just says one year and if you fail to hold your annual meeting and for whatever reason let's say bad weather then you are without officers legally because you did not elect them but if you have the or until it's successors are elected then you your officers will continue in office the other thing that this or until gives you the power to remove a non performing officer from their office without bringing any charges the the way Robert's Rules interprets is is that you can vote somebody out let's say they're ill or incapacitated for one reason or whatever it moved away and then you can elect a new person to take that place or if they resign then you can you know point an officer but you do need that phrase or until their successors are elected then you need to state when newly effected officers take office yes if you don't stated then according to Robert's Rules which are our parliamentary Authority a person takes office immediately upon election which means that a meeting would be turned over to the new president as soon as she's elected so if you wish to have that happen at the end of the annual meeting at which they were elected you should put that into your bylaws other important thing to have in your officer article is for a runoff in case of a tie in an elected office I've seen this happen in other organisations where usually it's three people running for a position and you think well that's never going to happen to us and then when it does happen you don't have it in your bylaws so it's a good idea to provide it and it would sound something like this if there if no one achieves a majority vote after the first ballot or after the second different depending on what you prefer then the person with the lowest vote would be dropped and the runoff would be done between the two next you want to state the authority of your president to appoint all committees except the non in committee now no and a lot of organizations committees are kind of casually organized and but the president said she has responsibility for the entire running of the organization's needs the authority not only to appoint the committees but to remove or replace people who may or may not be performing as needed so with the power to point also comes the power to remove or replace not the Nominating Committee that's elected by the members or by the board of managers 8 next that the president serves ex officio on all committees except the nominating committee now what the the responsibility for the president to serve ex officio means is that she can attend all meetings but that she's not talented in the number required to achieve a quorum in the meeting or ignores her presence were not required but she can come as she did so desires and again except the nominating committee now the last one I had here is provide a general statement of officers responsibilities often in an organization new officers will pick up the bylaws and they'll read their specific duties and when they finish they think they have a full understanding of what their responsibilities are but in most organizations those responsibilities are simply those of that office but they have broader respect such as those that are prescribed in the NSC da Constitution and bylaws by the parliamentary Authority that would be Robert's Rules and if the board of managers or the members at the Annual Meeting vote for let's say the treasurer to produce particular report that becomes another duty so a general statement will then allow a new officer to understand that it's broader than the particulars that are listed moving on to meetings does your article in leading state the date requirements for your regular meetings and annual meetings do not be I caution you do not be unhappy not unhappy that's not the right word cautious with these because the next one says that the board of managers and better be the board of managers have the authority to change the date or meeting location but it's best to state let's say the annual meeting is in the spring or it's in April so that the regular annual meeting will take place usually within you know several weeks each year and also regular meetings the regular meetings according to Robert's Rules certain things happen at regular meetings and you'll have them in your BIOS for example in your bylaws might state the date that the nominating committee is elected so it might be the regular meeting in the winter or there may be regular meeting in January so that's why you want not you don't have time exact dates but you want to state when they are then you need to have a reasonable numeric quorum not a percentage too often people want to get very precise centage but the problem is that membership isn't it's an ever-changing number and if you have to calculate the percentage and you have a difference of opinion on how many members you have on that particular day you don't need that not only that numeric quorum like ten is easy to count to look at you can see there's ten people there now the word reasonable is very important often at the beginning of an organization they set their quorum too high now if you don't have a quorum in your bylaws then you fall back to Robert's Rules and Robert's Rules says that it would be a majority of your entire membership Oh no organization ever gets that kind of a quorum so you really should have it in there but he's the poll number or a normal meeting you know whatever that is use that for your quorum last one on this page authorized electronic meetings and electronic voting this is key to operating in today's world because most of us have been using electronic communication and other jobs in these organizations but Robert's Rules and the 11th edition that is the current one states that unless your bylaws specifically authorize electronic meetings you can't hold them or they aren't legitimate meetings so you want to be certain that you think through when you how you want to do that Robert's Rules give some very good advice and I had that reference for you on setting up and handling electronic meetings now keep in mind that you can still use email to send out material if you wish and you can use email or other methods to summarize it but when it comes to taking those electronic votes that needs to be defined in your in your bylaws moving on to the board of managers tonight here's one that's really important to understand if you're I laws do not authorize a board you can't have one there is no such thing as an automatic point so the bylaws must state that there is a board of managers and it must state that composition usually it's AIT's the elected officers in the case of the Colonial Dames it estates the elected officers and the elected managers that comes right from the Constitution and then your article should identify what powers the board has usually your powers are to prove duck the affairs of the society in between regular meetings or annual meetings depending on how you've written it you shouldn't specify the kinds of meetings and the special meetings and the quorum for the board of managers now let me let me go through each of those so that it's crystal clear there may be regular meetings of the board of managers let's say perhaps three a year fall winter and spring and then you must authorize special readings because if you do not authorize them you can't hold them but off special meetings are called when something comes up unexpected and needs immediate attention and in that case the special meeting would have only one subject to be discussed and devoted on and that would be at the special meeting and it would be listed in the call to the meeting the quorum for the board would be if you use Robert's Rules a majority at the board and that's probably a reasonable thing to have for the board of managers but it's best to Spade it nevertheless in your bylaws another issue that comes up for organizations is provisions for the president to invite committee chairs to attend with voice but no vote now I put this in here because one of the things that happens in organizations if people do not understand that big board of managers is not an open meeting all members are not invited to attend only the members of the board and the board is often charged with handling sensitive information about employees finances membership conflicts other things so there is no requirement that the board open up their meetings to anyone outside of the board itself usually the president may need to invite chairs to come who have information to provide but they still don't are not only what needs to explain that in their wording is in the sample bylaws a model bylaws that you can use now the board of managers is usually the larger board and sometimes you need a smaller board within the board the Executive Committee the handle things that in between that the meetings of the board of managers but if you don't define the executive committee it's like the board of managers you can't have one so you want to define your executive committee and usually it's just the elected officers which means the elected managers are not of that you can have a separate article for the Executive Committee you need to define the powers and the meetings of this second of Committee and remember the Executive Committee in an of itself the powers are usually motions that are passed but they're ratified at the next meeting of the board a little bit like we heard today about how we voted on the National bylaws at the National Board and that was ratified at the biennial which means - they have a second level of approval and the last one on here is electronic meetings and electronic voting same issue as earlier in meetings if you want your board of managers or your Executive Board or both you need to authorize electronic meetings okay moving on to committees now committees these standing committees are usually and appropriately listed in the bylaws and those are the standing committees that are appointed by the president these are committees that have an ongoing responsibility and they report to the overall membership however you also want and you need to list all your standing committees so for example if you don't have a Finance Committee you can't appoint somebody to it you'd have to go to item B which is to be a establish and new committee and approved by the board so you need to give provision in there that other committees standing or special can be established by the president Court now Standing Committee again ongoing responsibilities a special committee has a usually a single task and what that committee is disbanded one example of a committee and in some organizations the nominating committee is listed under a standing committee and is expected to have continue that input over the year where others it's a special committee and once it has given its report it goes out of business and ceases to exist now committees it's another area where you want to authorize electronic meetings because often people are far away from one another and it's just a lot easier for them to handle a committee business now you notice I didn't put electronic voting their most committees do not have the authority of voting they vote to recommend so it's not the same type of authority they were mekka meant to the board of managers to adopt a certain motion to spend monies or start a project you need to authorize them to have electronic meetings and in this article I would also authorize Town and County committees although they can be in a separate article one question that came up recently is do Talent County committees have their own bylaws and the answer is no they are a committee of a corporate Society they can have spanning rules but they should not have their own bylaws all right moving on to parliamentary Authority one person asked me once how come Roberts get so much opinion about what we do Robert has that opinion because we have given it to him do your bylaws state the parliamentary Authority as approved in the NSC DA bylaws and quote this is a way to include it when your members vote on the bylaws then the new ones or the revised ones or the amended ones they are voting that we will abide by Robert's Rules of Order now I want to just let you know Robert's Rules does not supersede your bylaws it's the other way around your bylaws have higher authority but you can't possibly have in your bylaws all possible conditions that would happen in a society most of them will happen but if they do you fall through like I explained about the quorum if you have your quorum in your bylaws that is the highest authority but if you don't have it you fall through and you use Robert's requirements so this is why we give Robert all that authority last item I have is amendments like our United States Constitution provides for we need to provide for amendment I laws you leave Robert's Rules subject to certain folks with previous notice now the importance of this is that most members care about amendments they know that this is their governing document and if previous notice is given and they feel very important for them to be there they will come to the meeting where the vote is taking so that's why you have the two parts the two-thirds vote Robert's rule says that if you're going to change something previously adopted it should be at least by two-thirds votes so that you have a majority of the members two-thirds of the members who want to make a change so lastly I just want to run through due to your BIOS conform to the in a CDA Constitution and bylaws and this is just most this is most of them owed on each candidate by ballot specify corporate society dues and many web powers and the article on membership referred to the NSC da per capita dues in the NSC da bylaws you don't have to put the amount in but you should refer members to that so they know that there's two parts to their responsibilities for dues transmit twice yearly report on membership changes now one society told me that they thought this was changing that it was too cumbersome but until the National Society changes the bylaws or the Constitution we're required to do this and if you have students on changes that need to be made certainly send those the new business committee next my death I voting members of the Board of minute managers as elected officers and elected managers and that's to avoid and creep out a situation where someone shows up it's your board of managers meeting and they are not authorized to be there they if they read their bylaws they would understand that they're not they're not so and you know as a society your board of managers minutes do not have to be shared with the members either and if they have sensitive information in them our next permit transfer of members between corporate society societies as all corporate societies have signed and agreed to wait delegates and alternates to the National councils and regional conferences this is an item that most people don't think about but if you are going to be attending these you need to have a process in your corporate society that says how you're going to have these are this is important not only for the people who are appointed or elected but also if you use it for tax purposes and you're going to take off your travel and expenses you want to show be able if you I mean maybe hopefully you'll never be called by the IRS but if you are you want to be able to show that our bylaws have a process where we elect or appoint delegates and whoever those people were they were legitimately also you want to mention that provide reimbursement Authority for the National Society and the corporate Society payments to delegates that information I believe should be in there Oh finally I'd like to mention that just again to reiterate up the you have nine basic articles but you also can put additional articles and when you go through the National Society bylaws you will notice that they were written in the same way that I explained for corporate societies those nine those nine sections or articles are included and there are additional articles because it's a complex society yours is probably complex too these are some suggestions if your society wants to have a an order of business who the bylaws I would put that into special rules of order that you put at the end because bylaws cannot be suspended special rules of order can be or can be changed so you want those not if you want to have a a fine order you could put the neck and the last thing is I want to let you know that the NSC be a model for quickly tidy bylaws were written to answer yes to all ten previously listed questions that concludes my presentation and now I'd like to introduce you to Karen Buckley vice chairman of governance and national parliamentarians who will lead us into the next section Thank You Leah Nora that was wonderful Leonore has given us a good outline for what needs to be in our bylaws but what if your bylaws aren't quite there yet so I want to talk about how to get there first of all a point that Leah Dora will know maybe the rest of us aren't is aware of this if you're making limited changes to your bylaws is referred to as amending the bylaws these can be pretty comprehensive but it's not write a full rewrite or Restatement is referred to as a revision of the bylaws and what we did last fall at biennial was a revision by wrote out what was formerly the action Council and and adopting a new complete Restatement that are now term I laws so that's just a little little point to know in order to to amend bylaws and I'm going to talk about that the process is basically the same so I'm gonna discuss amending the first thing you need to do is to see where you start from because what is in your current bylaws will set out your roadmap for how to get to the new ones you need to see who needs to be involved in the amendment who gets a notice and one code is needed now why laws exist provide a fair and organized way to conduct business the notice of amendments is very important it keeps the process there that's people trying to play games as Leonor was earlier usually the vote needed to approve a change in the bylaws is a two-thirds vote and I would assume that would generally be in their membership so you're going to need to get notice of the amendment to your membership and conduct that vote or it may be 2/3 of the people attending a meeting if your current bylaws not have any kind of requirements for amending them then like we talked about earlier you go back to what are the requirements in Roberts Roberts is a safety to pick up if we don't have it covered so then the first thing if you decided that you need bylaw amendment is to take board action to authorize and generally define what kind of amendments you need if they are very substantial or they have not been done for a long time you might want to consult with it to see if there are any new state law requirements the model bylaws follow a good format it probably will comply with almost every state but at each they can have little quirks states tend to adopt uniform laws nonprofit corporation law and they'll probably be the same unless you have something special in your your state society Oh after the the board has decided what wants to be amended what needs to be amended unless it's a very very simple amendment with maybe they change the amount of your dues you're propagating you need to refer it to a committee to draft the language of the amendment and you know working on the amendments for the the revision correct last year we have a lot of discussion among the committee about the wording and it's important to get that right your society may have a standing bylaws committee and in which case that's that's who should get that referral otherwise the president will need to appoint a special or ad-hoc committee to draft the proposed language the committee does its work and then it reports back to the board with language and then the Board considers that proposal and approves it amendment or sends it back to the committee so that then you have a an action ready to refer on to the real vote on the bylaws and then that will go its next slide all right so you present it to the membership now on to the next next slide there we go so the board then sets time and the process for the membership vote in our society for instance we have and some I mean annual meeting of the membership so when we need to vote on on amendments to the bylaws that could be the time for that vote unless we want to have some kind of special meeting of the membership but again you refer back to the current bios to see what your your requirements for conducting this vote properly at that meeting or whatever that process is the members vote on the proposed amendment hopefully it's required that if there is a two-thirds approval required and the members either adopt or reject the the proposed amendment or revision now in an amendment you know that's fairly probably fairly they're doing the revision you may want to review the sections with your your voting membership by section but you can vote on the entire revision as a unit so that is really what you need to do it's not terribly complicated but the process that's usually need to be and now I'd like to introduce Nancy Reid a member of our Governance Committee and at the Virginia Society and let her talk to you about the requirements and the relationships between your bylaws and then NSC DEA bylaws Nancy thank you very much we've had a lot of great information today you've been hearing from national leaders and professional staff I represent the people in the corporate societies who are trying to determine how best to run them to that point I want to encourage you to consider having a governance committee even if your society is small some of the reasons for this are being certain that by law stay current and reflect what is actually happening in your society you can have a beautifully crafted document but it is worthless if it isn't being followed keeping up to date job descriptions to offices and standing committees and policies and procedure committees and making sure they are in compliance with the bylaws and practical the third reason is making the job of President less burdensome having a governance committee rule will definitely help you in recruiting excellent presidents number four is creating an annual board training day you may not do this now but it's a great idea to think about assuring that all relevant governance documents are available online I think that's really important the more we get online the better leg we have to stand on now for those of you who have created strategic plans and their implementation plans bylaws job description and policies and procedures are your friends they are the mechanism by which the estate plan either succeeds or does not every new strategic plan requires a three revision of the bottles moving on to the question what is the relationship between the NSC DEA bylaws and corporate society bylaws what do you do if they're not alone first the NSC DEA is a Federation of corporate societies with the national headquarters it has some new bylaws as has been mentioned 2016 and they are available and you have a link on your screen to find them each corporate society needs to have current bylaws of its own and they should not be in conflict with or opposition to the National ones the bylaws model offered by leonora will help a court corporate society create or revise its own bylaws having said that the bylaws of the National EcoPOD societies need to be in alignment how should you proceed corporate society bylaws should be scanned by the bylaws committee for possible conflicts some changes may need to be made sometimes though a different way of doing things does not rise to the level of a conflict this is where wisdom and judgment come into play members of the National governance committee would be glad to help examine apparent conflicts answer questions and make suggestions you have our contract informations though do use it a final note Virginia has a model for standing rules the town committees that I would be glad to share lose interest in it helps assure that all the bases are covered our town a chairman made an hour before board meetings for training and sharing information this and the annual board training are the optimum ways to get everyone on the same page where it is important thank you so much for listening to all this information and now I return you the national governance to temper oh thanks thanks to all of you for your participation and to Nancy Karen and Leah Nora for their important contribution and to Catherine from Dumbarton staff for all your support today yes it's been a team effort and as I previously told you we will respond to your questions because you probably have several laughter all this information but we intend to respond within two weeks and as said you will share all the questions and answers with all of you also you can listen to this webinar on the website and on the governance committee side we will post the PowerPoint and the expanded list of questions that Leah Nora referred to plus if you have any other ideas for future webinars we are committed to leadership development please let me know we welcome your feedback on today please let us know if you found this worthwhile we hope so and hopefully you'll have a great day did you have any other comments Catherine that you wanted to or any other the rest let me make any comments well I still have everyone here on the webinar I would love to just show quickly I'm pulling up the website now exactly where the webinar calendar is as well as the Governance Committee page I think that those two things are particular importance over most of the people who are on this webinar today so right now they're being the main page of the website in seda org to access a webinar page you're going to go to the member login you should all have the username and password it's history and future in case you have misplaced your login and then once you're on the members side you'll find the webinar information by going to meetings and events and then you'll choose the webinars and travel section that will bring up another page where you'll choose the webinar calendar this is a really wonderful resource because it shows all of the webinars that are currently on the schedule for the next several months and resources will continue to be added to this page webinars will continue be added and I was sooo mentioned if you have suggestions for future webinars by all means please let us know Monte's you all want to learn this particular webinar will be placed where you clearly see the government's logon for the webinar listed the recording itself will go here and as I mentioned sue mentioned o will also go Governance Committee page which you can access under committees and remanence there's currently a list of resources here on the governance page the webinar will go there as well as Leonora's Leonora's points from earlier anthem the question and answers that you'll all receive interest all the questions that you have you'll receive soon will also go on this website it's also where you can see the model bylaws as well as the NSC da bylaws so if any of the presenters have anything else that's that's all from me I just wanted to make sure that everyone knew where these resources were located on the website this is Nancy I would like to thank the staff at Barton house several of you who helped us so much and we better much appreciated we're always happy to help and thank you everyone for joining us today and check back on the website next week numerous tweets as well as the webinar recording up here on governance page thank you again for your participation and and to all of you hey thank you everyone and have a wonderful afternoon