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:

• USC Title 26 (501C 19) which, among other things, specifies how VVA may generate funds and limits the organization’s political activity
• State incorporation laws, which differ from state to state
• Articles or certificates of incorporation
• The VVA Constitution
• Chapter and state council bylaws
• Special rules of order
• Robert’s Rules of Order
• Standing rules

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 ldelong@vva.org

Some considerations:

• A quorum—either a set number or a percentage of the membership—is established to prevent a small number of members from taking actions contrary to the wishes of the organization. The Constitution Committee recommends that chapters and councils use a set number, as this avoids having to adjust the number before every meeting.
• There are no appointed officers in VVA. If a chapter or state council wishes to appoint a sergeant-at-arms or chaplain they can, but these are not officer positions unless they are elected.
• The state council has no authority to approve a chapter’s bylaws. The chapter is not subservient to the state council bylaws except as they pertain to council delegate representation. The Constitution Committee will review bylaws for compliance with the Constitution if requested, but it has no authority to approve bylaws unless it’s part of a disciplinary procedure.

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.