Susan: Alright, so were on with Chris Jachimowicz today. Chris I’m so excited you’re here to talk to us about the biggest bylaw mistakes that you’ve seen people making
Chris: I’m fine, thank you Susan.
Susan: Yeah, so lets just jump right in, bylaws are huge issue among many f my clients, and I wanted to kind of shed some like on the biggest mistakes when it comes to bylaws. So, lets just jump right in. Chris, why don’t you share with us some of the mistakes that you see.
Chris: Okay, well ill try to go from some of the largest to the smallest. I think what we need to keep in mind is that you want a document that while nobody like reading bylaws, it ought to be readable and understandable by just the average lay person. So, that’s kind of what I’m looking for as I go through and do this kind of work, and probably the one mistake I see most often is that people se their bylaws up by function rather than constituency.
Susan: Okay so, by function rather than constituency, can you explain the difference.
Chris: Sure, what I’ll usually see is that someone will have articles that will say officers, executive board, and then it will say election, and then moderation, and then duties of officers. So, they keep looking at functional aspects instead of saying “okay, lets look at officers, let’s put everything about officers into this section”. So that under that section they would have how the person is nominated, how they’re elected, what they’re duties are. And all of that would be in one area.
Susan: Right, which really makes the document more readable like you were just saying.
Chris: Well, it allows someone who’s reading it to know everything about that particular constituency is right there. Now, that may mean that you need to be redundant in some cases. So you might have officers, you might then have also election of members, but they’re going to appear in different sections, so that people know when they look at it, when you say elections, who’s elections you’re talking about. It just makes it much clearer to have it set up by constituency.
Susan: Right, and I love what you said when you jumped us off is that it should be readable by everybody, not just people who know how to read bylaws.
Chris: Right, and you want to try to avoid that interpretation piece. A second piece that again can really reduce the size of the document is to not repeat what’s in you parliamentary authority, so not repeat what’s in Robert’s Rules of Orders.
Susan: Right, so important, that’s why Roberts exist, you don’t need to write everything that’s in Robert’s down in your bylaws, and do you see a lot of people doing that?
Chris: I see it from time to time, and sometimes extensively so that they’re writing down passages almost verbatim from Roberts. The problem that you’re running into there is that if those passages get modified at any point, the question will come up, well did you intend for it to be different from your parliamentary authority or was it just a slip, in doing that. If you keep Robert’s Rules in RRMS, then you wont have to worry about making inherent changes.
Susan: that’s a really great piece of advice, what are some of the other large mistakes that you see?
Chris: The final big one I would give you is actual indexing, and by that I mean actually creating an outline and using bold headers and indentation and a consistent alphabet, consistent numbering. So literally every line in your document or every paragraph in your document is indexed in some way.
Susan: right, and what so interesting, everything that you’re saying to me is really reinforcing that point, it has to be readable. And sometimes the indexing gets so confusing that you don’t know what you’re reading.
Chris: Right, you should be able to look at every paragraph and give it a brief title, because every paragraph should be a separate thought or idea about an organization.
Susan: So, how does an organization know when they need to hire a consultant like you?
Chris: Um, if they’ve gotten to the point where their institution organizational memory, doesn’t remember why some thing were put into the document, that’s usually a good time to call a consultant and ask them to work with you, because they can work through whether its realistic or even makes sense to keep it. Sometimes you have an investment in it where you don’t want to change things because you’re not sure what you’re changing, and a consultant from outside doesn’t have that same concern, they can look at it practically, based on how well that document can work for your organization.
Susan: Yeah, and I really think that’s a really great piece of advice, its that sense of when you’re guessing about why things are in your bylaws, and when things were put in. It really might be a great idea to bring someone else who has a fresh set of eyes to come in and look at how to support you in your really writing bylaws that are readable and understandable. So, we have time for some other mistakes if you would like to share those.
Chris: Sure, some small ones that I see, often times the bylaws will say that a chairperson can only vote in the case of a tie. Actually, under Roberts the chair can vote any time their vote can affect the outcome. A tie is one case, say its 8-8, and the chair can vote in the favor and break that tie and therefore have the motion approved. But the chair could also vote, if they vote was 9-8, they could vote on the side against the motion and bring it to a tie, and cause that motion to fail. So, when you write-in “just in case of a tie” you’re actually restricting a very limited abilities that a chair already has to just one side of an argument, which really isn’t fair.
Susan: Right, and I think that’s interesting to think about. Again, is that written in Roberts? Do they even need to put that into their bylaws?
Chris: no they don’t, its already written in Robert’s. It goes back to the previous comment about repeating Roberts. You don’t need to put that in unless you’re really being intentional and don’t want the chair to vote for some reason in other cases.
Susan: Very Important. Well, I have to tell you these mistakes, I’m sure we see them all over the bylaws, and having a really sound set of bylaws is important to the success of any organization. I mean the bylaws really are the foundation of the business that that organization is going to accomplish. So, I appreciate you spending some time with us sharing some of the biggest bylaw mistakes, so thank you so much, Chris.