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Bylaws and Parliamentary Procedure

June 28, 2023

Mark Stichel

When people think about the laws and regulations that govern their lives, they usually think about federal, state, and local governments. Yet, many significant decisions that impact people are not made by governments, but private organizations, such as religious or community organizations, homeowner associations and professional societies. It has been my experience that most private organizations operate informally and by consensus. That generally is a good thing – until there is a dispute about something about which people have strong, differing positions.

Most organizations have bylaws that specify how the organization is to be structured and decisions made. Those bylaws often have procedural default provisions that incorporate one of the standard works of parliamentary procedure, such as Robert’s Rules of Order or The Standard Code of Parliamentary Procedure. One consequence of an organization’s operating informally and by consensus, is that bylaws often are observed in the breach. And, the last time that most board members were exposed to parliamentary procedure, if at all, was in something like high school student government.

Before a dispute erupts, it is a good idea for organizations to examine their bylaws and amend them to conform to how the organization actually runs. Or, the organization should begin to observe its current bylaws. For example, if the bylaws specify that the organization’s board shall meet monthly, but meetings are much less frequent, the bylaws should be amended to provide for meetings less frequently, or the organization should begin meeting monthly as required by the existing bylaws. More fundamentally, board members and others who can be impacted by an organization’s decisions, should know where to find the current bylaws. I am familiar with a few organizations, especially those formed in the pre-digital age, where no one is sure where to locate the bylaws.  

If and when that unhappy day comes when you are faced with a battle within an organization over a contentious matter and the usual informal consensus cannot be achieved, make sure you have the bylaws and a copy of Robert’s Rules of Order or The Standard Code of Parliamentary Procedure handy. And, talk to your lawyer in advance.

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