Does Your Governance Structure Support Your Values?
An association has been in the news in recent weeks, and not in the way that an association (or any organization) wants to be in the news. This association is an example of when bylaws, policies, procedures, traditions, and culture are not thoughtfully aligned.
In this case, the association had a tradition—a common one—in which the outgoing president was given the opportunity to share an address at the annual meeting. Unfortunately, the comments and slides shared during that presentation were contrary to the values of the association and its constituents.
The resulting feedback was immediate and called for the association to act, which they did by issuing a late-night statement. Though it asked for real change, many felt it was empty because the only way for that real change to happen is through a thorough review of the governing documents, policies, procedures, and practices.
Begin Your Assessment with These Questions
We love to read bylaws at AMC Consulting, as we do this type of analysis fairly frequently. When a friend and colleague forwarded this story to me, I immediately thought of the assessments that I would do on this organization’s bylaws because a few questions were already running through my mind. Some of these questions are cultural and cannot be found in bylaws, although bylaws are always a great place to start.
Hopefully, this association is doing their own thorough analysis. But if not, below are the questions I would ask to get the process started.
- Does the immediate past president have a seat on the board? What do the bylaws say about the role of the immediate past president?
- What is the process to remove board members? Can the board remove board members? A note here that state law often dictates this. For Illinois incorporated nonprofits, for instance, only the body that elects the board can remove the board.
- How are bylaws amended? Who can amend the bylaws?
- What is the process to populate an officer ballot and who elects the ballot? How are candidates vetted? What competencies and multi-representational balance elements are part of the candidate evaluations?
- If there is a nominating committee as part of the process, what is the composition of that nominating committee?
- Who approves an official statement from the organization?
- What does the board/staff partnership look like? Are staff empowered and respected as partners to speak up even when it might be contrary to an officer or board member?
Before your association experiences a situation like this, ask yourself the questions above and make sure the way your bylaws, policies, and procedures are written still work for the strategies and direction you have set forth. Also, ensure that your culture aligns with them, and that you are doing everything you can to prevent a situation like this from happening in the future—and that you are prepared to address it if it does.
Ideally, governance structure and governing documents should help move your association forward and achieve your vision, mission, and strategies. Don't let your governance structure undermine your association’s progress towards your diversity, equity, and inclusion (DEI) goals.
Erin Volland, MPA CAE, is a senior consultant who co-leads governance consulting for AMC Consulting Services.
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