Susan: Alright so were on with Chris Jachimowicz and were going to be shedding a little more light on the mystery between bylaws and constitutions, and today were going to be talking about constitutions and bylaws, what is the difference? Chris thanks for spending the time with us today, how are you?
Chris: Sure, glad I could be here
Susan: Absolutely, I get lots of questions about constitution and bylaws, so I thought we should spend some talking about what’s constitution, what’s bylaws and what’s the difference between these two.
Chris: Well let’s think instead in terms of a primary and a secondary document. So before we even use the terms constitution and bylaws. The difference that you want to have between the two, your primary document you want to be about structure. If you’re building a building you want there to be a solid foundation the garter’s, the framework the rivets. You want things that are largely going to be immutable. How that organization is built. So, your primary document really should focus on that whole idea of structure. Your secondary document really should be focused on procedures, and usually procedures outside of your meeting. For example, you want a brief statement in your primary document about elections, when are elections held, what is the vote that’s required to be elected. Those would be real planks in your structure, things you don’t want to see changed. In your secondary document you’re going to want the process for running elections. When are nominations done? Where is balloting held? How does the election committee work on this and what are the campaign rules? Those would all be procedural pieces.
Susan: And that’s all in the secondary document?
Chris: Exactly. So now go back to constitution and bylaws. Traditionally the constitution would be your primary document and you bylaws are your secondary document.
Susan: Okay, now I hear you saying “traditionally” is that the paradigm that was operating by now?
Chris: Well if you’re using Roberts Rules of Order newly revised, I believe it was the 10th edition where the authors really started to make a move to have people consider bylaws as the term for their chief document. One of the reasons, and this again is an interesting difference between constitutions and bylaws. The other significant difference ought to be that they have different thresholds for their amendment. And I think that what the authors found was that for a lot of groups there’s was no difference between constitution and bylaws. Meaning that it took the same vote to change either one. Well, if there’s no difference between how they get changed then there’s no difference between them.
Susan: Well that’s really important to realize because a lot of times when you say constitution or bylaws its like saying the same word. You know, so it’s about figuring out well what does your organization need, right?
Chris: Exactly. And some organizations do use constitution and bylaws as one document, so Roberts was trying to take a stand and say you need to be more intentional about the terms that you use. And their feeling was that the term “bylaws” probably made more sense because a lot of organizations actually had a parent organization that has a constitution.
Susan: I think that’s a really great distinction to make. So if you have a parent organization that has a constitution, then if you’re serving under that organization then you don’t need to have the constitution because your serving under the parents constitution. You need to just have your own primary document that will be your bylaws. Is that right? So then you’d have a secondary document so if say were operating under the paradigm we just explained, if my bylaws are my primary document, what would be my secondary document?
Chris: Your secondary document would be what they call standing rules, or standing rules of order, you know so again the same items would apply there. Procedural pieces would be the bulk of that document. I think even the title makes more sense “standing rules of order” gives you a better sense of what’s in it.
Susan: Now, is there a different vote to change your standing rules?
Chris: Usually there is. With your primary document, you would want to have previous notice of some sort and usually a vote of two thirds. And that previous notice is really important because again you’re changing the structure of your organization when you work with the constitution of your primary document. With the standing rules, what Robert’s recommends is that is requires the same vote as any other business of the organization which would usually be a majority vote.
Susan: So, I think that its such a great description that you gave at the beginning of this interview that the primary document is really the foundation: the structural pieces. And then the secondary document is when you kind of slap up the stucco and give it some form. So, I just want to thank you for spending your time and your energy to kind of shed some light on constitution, bylaws, and now we know about standing rules. So, thank you so much Chris and we’ll talk to you soon.