2016 VVA Leadership & Education Conference, September/October 2016
Chapter and State Council Bylaws
PRESENTED BY LESLIE DeLONG
A bylaw is a fundamental rule that structures an organization and is too important to suspend. It is written and agreed to by the members and delegates of a chapter or state council and is a contract between the chapter or council and its members or delegates. A bylaw may limit the rights of members or delegates in some way, and can only be amended by them. Bylaws should not contain statements copied from state law, the articles of incorporation, the VVA Constitution, or Robert’s Rules of Order, Newly Revised, 11th ed.
VVA is governed by a hierarchy of documents, listed here in decreasing order of rank:
All levels of VVA must comply with the first four governing documents and Robert’s Rules as specified in the Constitution. The Constitution provides for the basic structure of chapters and councils in Articles II and III. These articles require that chapters and councils make certain choices; for example, the number of officers and directors and the method of choosing delegates for the state council. Chapters and councils are free to develop their own bylaws stipulating these choices and including other provisions as long as they comply with the Constitution and all other higher ranking documents.
Chapter bylaws should contain, at a minimum, the chapter’s name as recorded in the articles or certificate of incorporation, when chapter meetings are held, a list of the specific officer positions and whether officers serve one- or two-year terms, the number of directors and their terms of office, if the terms are to be staggered, a quorum requirement, and the procedure for amending the bylaws.
State council bylaws should contain, at a minimum, the state council’s name as recorded in the articles or certificate of incorporation, the method of determining delegate allocation, whether at-large members will be represented and the method of determining that representation, the number of meetings and when they will be held, a list of the specific officer positions and whether non-delegate officers will be authorized to vote on matters brought before the council, a quorum requirement, and the procedure for amending the bylaws. In addition, if the council chooses to have a board of directors, the bylaws should stipulate the composition of the board, as well as its duties and powers.
Bylaws should be written using clear and concise language that all members can understand. Leave out minutiae or administrative policies and procedures. Sometimes the bylaws are packed with financial and administrative provisions so that members are aware of the rules. But this can have unintended consequences because these provisions then can only be changed with previous notice to the members and a two-thirds vote.
Chapters and state councils should review their bylaws often to ensure they align with the current structure of the chapter or state council and that they are in compliance with all of the higher ranking governing documents. Templates for writing chapter and state council bylaws and sample bylaws are available on the VVA website by clicking “Resources” at the bottom of the page, then either “Chapter Information” or “State Council Information.” For questions, use the “Contact” button at the top of the page, click on “Reason for Contact,” and choose the option “VVA Constitution and Parliamentary Procedures” and type your question in the box or contact the committee chair at email@example.com
State corporate laws cover many different organizations and usually contain provisions for almost all aspects of the structure of individual corporations. However, these provisions are often guidelines and all states allow corporations to customize their bylaws, within limits, by including the following words: “unless otherwise provided for in the bylaws.” This allows the chapter or council to make choices that best fit the structure of the organization.
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