Background from the Bylaws Committee

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Cindy Liberton

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  • Hernando Chapter, FNPS Steering Committee 2013
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on: August 09, 2013, 10:24:43 AM
Discussion of the Problem

Currently, representatives from each Chapter are members of the Board of Directors, with all the rights and responsibilities specified by law and via the bylaws of the Corporation.  The resulting body of up to 50 individuals in number hears reports from the Officers and Chairs of Standing Committees, and votes upon motions proposed. Motions are typically operational, vs. programmatic, in nature, meetings are long, and no time is available for representatives from Chapters to share information, make suggestions, or meet with existing committees.

The Executive Committee is also large, and in reality addresses both the operational and programmatic actions of the Society.  With few exceptions the majority of time and attention is spent on prerequisite administrative functions, with programmatic action limited to the independent action of committees of varying size and effectiveness.

The current charge is to examine the laws, determine how the bylaws should be altered, if at all, to allow for better governance and more effectiveness in meeting the mission of the Society.

Our task

1. Identify where the bylaws contain language that is no longer relevant or appropriate.
2. Identify items that should be addressed in an operational/policy manual rather than the bylaws
3. Add language that would support changes in governance and board composition.

What we’ve learned re: Bylaws

The IRS does not specify the content of bylaws, leaving this to the States. It does require organizing documents (articles of incorporation, trust documents, articles of association), which must: limit the organization’s purposes to those described in section 501(c)(3) of the Internal Revenue Code; not expressly permit activities that do not further its exempt purpose(s), i.e., unrelated activities; and permanently dedicate its assets to exempt purposes.

The State of Florida provides the default rules for non-profit organizations in Chapter 617. However, you can choose different rules, as long as they don’t violate state law and are included in your articles of incorporation or bylaws. If you choose to follow state law, restating the regulations in your bylaws provides easy reference.
Review of the FNPS Articles of Incorporation show that they relegate all governance to the Bylaws. (The Articles should be amended to change our legal address and revise distribution of assets upon dissolution, but that can be covered separately.)

Definition of "Bylaws":
According to the State of Florida, “Bylaws” means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.

The current FNPS bylaws were carefully crafted, and have held up relatively well over the years. The content is comprised of what Florida State Law indicates–either explicitly or tacitly–should be addressed in a nonprofit organization’s bylaws. There are some areas for clarification, but overall, the Bylaw review committee found that they are still relevant and valid, and allow much flexibility. See attachment with notes reflecting areas we identified as important to further examine.

NOTE: The Bylaws committee includes Cindy Liberton, Jan Allyn, and Daphne Lambright. To date we have reviewed sample bylaws, the Florida Law, the current FNPS Articles of Incorporation and Bylaws, and agonized over what questions to ask the steering committee. Our goal is to provide a draft of the Bylaws that is revised specifically to accommodate structural changes determined to be necessary by the steering committee and our Board of Directors. We appreciate your time, thoughtfulness and creativity.
« Last Edit: August 09, 2013, 01:35:50 PM by Cindy Liberton »
Cindy Liberton
Hernando Chapter