"MOTION That the NSGIC Board of Directors consider hiring a professional registered parliamentarian who would serve as a consultant for amending the bylaws"
MOTION That the NSGIC Board of Directors consider hiring a professional registered parliamentarian who would serve as a consultant for amending the bylaws. Kurt Donaldson West Virginia Delegate NSGIC Business Meeting 2007 Parliamentarian A parliamentarian is a consultant who helps organizations expedite their business fairly by applying basic parliamentary principles and procedures. A parliamentarian is impartial and serves the organization as a whole. Training, consulting, on-site meeting services Professional Registered Parliamentarian • National Association of Parliamentarians • American Institute of Parliamentarians Alan Jennings, PRP NSGIC Business Meeting 2007 Governing Documents 1) Federal Laws: Internal Revenue tax exemption code for nonprofits - IRC 501(c)(3). 2) State Statutes: State Laws that govern nonprofit organizations. 3) Articles of Incorporation: Legal document required to incorporate an organization. Must conform to state and federal laws. Filed with Secretary of States office. 4) Bylaws: Rules of an organization. Divided into articles and sections. 5) Standing Rules: Individual rules adopted separately and subordinate to bylaws. Example, policies related to administrative details. 6) Parliamentary Authority: Robert’s Rules of Order. A parliamentary manual. First edition written in 1876 by Henry Robert. 7) Board / Committee Procedures: Procedural manuals and policies (e.g., board conflict of interest policy, NSGIC listserv policy) NSGIC Business Meeting 2007 STATE STATUTE Wisconsin Nonstock (NonProfit) Corporations Reference: 2007 Wis. Act 19; CHAPTER 181 181.0701(4) (4) Matters considered at annual meetings. At the annual meeting, an officer shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as may be raised consistent with the requirements of s. 181.0705. Online source: http://www.legis.state.wi.us/statutes/Stat0181.pdf BYLAWS ARTICLE I – NAME ARTICLE II – OBJECT ARTICLE III – MEMBERSHIP ARTICLE IV – DUES ARTICLE V – OFFICERS & DIRECTORS ARTICLE VI – MEETINGS ARTICLE VII – BOARD OF DIRECTORS ARTICLE VIII – COMMITTEES ARTICLE IX – PARLIAMENTARY AUTHORITY ARTICLE X – AMENDMENT PARLIAMENTARY AUTHORITY Robert's Rules of Order Newly Revised is this country's recognized guide to smooth, orderly, and fairly conducted meetings. It is the only book to have been maintained since 1876 under the continuing program established by General Henry M. Robert. 704 pages of rules NSGIC Business Meeting 2007 Why Hire a Parliamentarian? (RONR, Bylaws Chapter) PRECISE, INDISPUTABLE: The composition of bylaws is somewhat different from ordinary expository writing, in that it places greater demand on a “tight” clarity and precision in word choice, sentence structure, and punctuation. No ambiguities or inconsistent. EXPEDITE PROCESS: Appoint committee, determine content, appoint drafting subcommittee, full committee review, present to membership. AFFORDABLE: estimate $2,000 NSGIC Business Meeting 2007 Parliamentarian Comments • Professional Registered Parliamentarian, Mr. Alan Jennings, and author of Robert’s Rules for Dummies. http://www.alanjennings.com/ • Mr. Jennings: Terms "delegate" and "member" are co-mingled and are used in a manner sometimes inconsistent with their definitions in the general parliamentary law. NSGIC Business Meeting 2007 Key Points • Amendment Type: Isolated amendments within scope of change. Changes scattered throughout the document are a revision. Consideration and adoption procedures for a revision are the same as drafting new bylaws (RONR, pg. 575). • Takes Time: 1 year average time to draft revised or new bylaws. • Relationship of Bylaws to other organizational documents: Don’t include policy and redundant parliamentary rules in bylaws. • Bylaws Writing: Precise, indisputable, unambiguous. • Too formal? Important bylaws amendments are done in a fair and judicious manner. • Pro Forma: Resolve controversial issues “in committee” before presenting bylaws to members for adoption. Formality…pro forma. • Hire a Consultant: If organization can afford it, hire a professional parliamentarian as a bylaws consultant. NSGIC Business Meeting 2007 MOTION That the NSGIC Board of Directors consider hiring a professional registered parliamentarian who would serve as a consultant for amending the bylaws. Kurt Donaldson West Virginia Delegate NSGIC Business Meeting 2007