Every day of our lives, we participate in groups. Groups have many different forms-formal, informal, organized, structured, ad-hoc, local, national, and every other form imaginable. Groups may range from having a narrowly defined to a broad focus. How a group addresses its purpose is the focus of this document.
Many, but not all, groups have structural and operational guidelines. How does a group of people function as an organization? How do they accomplish their goals when each member has their own agenda, focus, concern, or idea about how to reach the goals? This bulletin will briefly examine the tools an organization has available to structure itself to accomplish goals.
An organization creates its own boundaries and then operates within them. These boundaries, or the organization's framework, are contained in the mission statement of the group. A mission statement should reflect the basic purpose of an organization. An organizational mission statement says, in very explicit terms:
The mission statement should be concise, clearly stated and inspirational. The clear concise mission statement is for those individuals currently involved with the program (managers, friends, staff), and individuals who know nothing about the organization. An organization's mission statement should capture what the members intend to do, as a total group, to achieve the organizational vision. It should:
It is very important for people, both within the organization and outsiders, to understand what a particular group defines as its boundaries for operation. When writing the mission statement, it is just as important to consider what the group is not trying to be and what it is not trying to do. Groups continually need to assess their goals and activities in terms of the organization's mission statement.
To compliment the outer boundaries, members must have direction and guidelines for what is accepted behavior within the particular organization. If the boundaries of an organization are defined, but the function is not, problems like conflict of interest, misdirection of focus, or lack of productive activity will occur. This scenario is similar to having a parking lot with no painted lines. Everyone understands that it is used for parking cars, but which direction, what pattern, and how the cars exit can lead to confusion (if not serious accidents). The parking lot lines direct drivers how to park orderly, where to park, determine the driving pattern within the area, and explain how to exit orderly when leaving the area.
So how do organizations define their boundaries and operations or, to extend the metaphor, paint their parking lines? Two documents can address these components- Bylaws and Standard Operating Procedures (also called policies and procedures). The bylaws define the boundaries of the organization. The standard operating procedures define the day to day activities within the boundaries. While these two documents are different in many ways, they have some commonalties. Both documents must be written and approved by the organization. As written documents, continuity is maintained for the duration and leadership succession of the organization. When it has written documents and there is common knowledge of the procedures, the organization will be protected from itself
Often, people use these titles interchangeably, but each document has a distinctly different function. Another way to view these two documents is: the bylaws are the goals, and the standard operating procedures are the objectives to obtain those goals. If an organization only had bylaws and no operating procedures, there would be little guidance on the details of how to accomplish goals or direction for the group. With all of that in mind, let's look at each document.
Bylaws are contained in a single, formal written document that answers the questions of: who? what? where? when? why? and how? of an organization. These questions define the boundaries of the organization. Without defining its boundaries, an organization can operate far beyond the original intention. This does not mean that an organization cannot expand its scope. Outlining the scope and boundaries gives the organization an "arena" in which to operate that can be expanded or reduced as the needs of the organization change. This arena limits people from "going in different directions with different agendas."
Before getting into what is contained in the bylaws, there are a couple of important notes:
Bylaws usually start by identifying the "who" and "what" of the organization. The other four components, "where", "when", "why", and "how", provide the structure for the group.
Who. Bylaws tell "who" the organization is: its formal name as indicated by a national affiliation, state mandate, or articles of incorporation. This is not to be confused with the mission statement of the organization, as the mission statement is a separate tool that by design, will be dynamic and not affect the structure and boundaries of the organization. In bylaws, the "who" is often phrased as "This organization shall be known as" or "shall be called" followed by the name.
What. The "what" question is answered by the purpose of the organization. The group may be a fraternal organization, a civic organization, a neighborhood group, an issue based organization, etc. Within the "what" component, membership criteria may be outlined, such as a neighborhood association may indicate that all people residing within certain boundaries are eligible for membership. The "what" is frequently stated as a broad purpose:
Where. "Where" addresses jurisdiction and boundaries of the organization, which also impacts membership and function. This section delineates the geographic scope of membership- both for membership and for action. A group may draw membership from a town or a specific area, but have as its intent, activity that is focused elsewhere such as a local group forming to address tropical rain forest depletion or aid to children in developing countries. Conversely, a broad membership, such as state or national, may be formed to focus on a particular place, such as is the case with alumni organizations. The scope of both membership and operations are important to have clearly defined in the bylaws.
When. "When" addresses the frequency of meetings. This component does not need to be very specific other than the group will meet on a regular (and defined) basis. The frequency, times, and dates can be more fully outlined in the standard operating procedures. What is important is that the bylaws indicate how meetings are called, how membership knows about meetings, and what distinguishes a regular from a special meeting (a special meeting is any membership meeting not called through the bylaws). Groups vary in how specific the bylaws are as to stating regularity, place, and times of meetings. Because of differences in membership and purpose, some groups are able to have regular meetings at a particular place. When possible, it is beneficial to the group to have such regularity and it should be contained in the bylaws. The danger for groups overly structuring their regular meetings in the bylaws is that they then create a need to call special meetings.
This section of the bylaws also states who can call special meetings and how this is to be done. The language often identifies the regular membership meetings and then defines the process for special meetings by a clearly stated sentence. One format is:
"A special meeting of the membership can be called by 'whom' and 'how'. " Some groups restrict special meetings to being called by the executive board or officers; others allow for a certain number of members to call a special meeting.
Why. "Why" addresses the purpose of the organization. It defines what is within the organization's jurisdiction and what is not within the jurisdiction.
In the bylaws, the normal activity of the group is outlined; the issues, action, and intent of the group is simply written. Some organizations choose to perform as 501-C-3 or 503-D organizations and this status then is part of the "why." Any legal, fiscal, or social restrictions of the group need to be clearly outlined in the bylaws to ensure that the intent of the organization is consistent over time. Although not a part of all groups' bylaws, a section that explains the actions of the group can be very useful in the long run. Activities that are often defined in or excluded by the bylaws include lobbying, fund raising, individual gain through membership, promotion/visibility, protection offered, liability and representation. For inclusion or consideration of these activities, legal advice is recommended.
How. "How" a group is to function is often more fully defined in the policies and procedures for the day to day operations of the organization. This "how" component in the bylaws indicates the organizational structure, the governing group, and the operational procedures. Within the bylaws, all references for meeting procedures, elections, governance, exceptions to standard procedures, and so on, are referred to the standard operating procedures/policies and procedures. Usually this section begins with the governance for the group:
The frequency and process of elections are included in this section which then identifies "succession" of leadership and how to handle vacancies in offices, on the board or governing committee and standing committee chairs.
Many groups fall into the trap of relying upon Robert's Rules of Order or Parliamentary Procedure as their means of conducting business without fully understanding the complexities and rigidity of these systems. For large groups, such process is strongly recommended, but for most organizations, an action agenda, modified parliamentary procedure, or consensus are offered as alternatives.
Finally, "quorum"-how many members are required to be present for official business to transpire-is stated. Quorum can be a percentage of total or paid membership, a specified number, or a "majority of members present at a regular meeting". A final inclusion in "how" refers to the funding of the organization. If dues or fees are to be assessed, the means and rate and when this occurs are included here.
In writing or changing bylaws, it is useful to have examples from several different organizations. Rarely are bylaws constructed without a model and using examples from several groups will provide a range of ideas. It is strongly recommended that a group not simply "copy" another organization's bylaws as every group is somewhat different. Yet using examples allows the group (or usually a committee charged with the task of writing bylaws for the group) to selectively adapt the "best" or "most appropriate" parts of many bylaws. Be careful not to assume that all bylaws are equally well written or constructed!
Bylaws should be reviewed regularly to ensure: 1) that the group is functioning within the bylaws; or 2) if the bylaws should be altered to fit changes within the group. Significant growth (positive or negative) of the group, a shift in the group's focus, or a reorganization of the group are a few examples of the types of change that may necessitate a review and possible revision of the bylaws. Well written bylaws should not need annual review or change, but there are some groups that tend to "forget" they have bylaws and neglect them. This can result in an organization acting outside its agreed upon process and/or function.
Some organizations provide copies of bylaws to all members, and to new members upon paying dues or signing to the membership roster. The executive committee should each retain a copy of the bylaws, as well as all members should have easy access to a copy. For records, the president and secretary should retain copies in their official notes.
The written procedures should outline what issues and concerns the group will address. This is operationalized from the "what" and "why" in the bylaws and further clarifies the normal activity arena of the organization. Exactly how will the group maintain its focus? Operating procedures allow for additional detail on the way the group will patrol or monitor its activities. In addition, a group may elect to identify how it will provide for contingency or emergency issues that may arise.
Issues and concerns are closely tied to the limitations, which are also summarized within the SOP/PAR Limitations will assist the organization to direct its energy and resources only towards its mission and purpose. If a member or members bring an idea, project, or concern before the organization to address, the SOP/ PAP can assist the organization in determining if the issue falls within their scope of concern.
The limitations can also elaborate on what are viewed as non- appropriate activities.
Membership criteria is outlined in the SOP/PAP by further defining eligibility of membership. If membership is defined by residence, the SOP/PAP specifically designates the residential area; if membership has any standards, they are identified. Classes of membership may also be important in the SOP/PAR Defining the classes or groups, what constitutes being a member in a class, definitions of terms ("family membership"), and the responsibilities of a member in each class can be useful to have specifically on record in the procedures. By including these roles of general membership, discrepancies in members' expectations of each other are eliminated and the organization has a tool for dropping members from its roster if expectations are not met. Increasingly, organizations are including "job descriptions" of members in their procedural manuals or handbooks. If dues are levied, the specific amount of yearly dues and calendar of collection deadlines are included with the membership discussion. This also covers any potential delineation of dues by class; exemptions from dues; de facto or honorary memberships; and "term" memberships (like life or multiple year). Should either the dues schedule or the date of levying dues have reason to be changed, the executive committee has the authority to do so as long as that authority is defined in the bylaws and for SOP/PAR.
While the bylaws outline any standing (or ongoing) committees, the SOP/PAP further designates how these committees function. The SOP/PAP defines meeting times for these committees, arenas of concern, limitations, number of members, tenure on committees, and expected results a committee is to produce. How individuals are elected or appointed to the committee should be included. If the members are appointed, it must be stated who appoints the members and define the time schedule for those appointments. If the members are elected, then the procedures state when the election is held, number of people that must be present, and the length of the term. The SOP/PAP should also include a section of how to remove individuals (appointed or elected) should the membership deem such action necessary. In this section, the allowance and procedure for creating "special" committees, task forces, or panels can be addressed.
The procedures is a good place to include specific information about meeting times, dates, and locations when there is at least a yearly schedule. Information on how membership is notified (or not) of standing meetings and special meetings can be elaborated on in this section. If special requirements for the location of meetings exists (within a neighborhood; specifics on accessibility), they can be highlighted here.
A major function of the SOP/PAP is to address the ethical operations of the organization. The SOP/PAP must address what constitutes a conflict of interest, special considerations, voting, and exceptions to any clauses of the bylaws or the SOP/PAR Outlining the ethical operations will help the organization "protect itself from itself" Some groups label this "Standards of Behavior" for membership.
One of the items that is contained within the SOP/PAP of organizations is the equity or nondiscrimination clause. This clause indicates that no person will be discriminated against based on race, color, creed, religion, national origin, age, handicap, gender, sexual orientation, or veteran status or whatever is appropriate to at least meet, if not exceed, the legal requirements. This type of statement is part of federal mandates for businesses, organizations, groups, and individuals receiving federal monies, to acquire solicitation permits, and to receive any public money or other support.
Like the bylaws, all members should have access to a copy of the SOP/PAR. All officel books, official records, and governing members need to have the most current copy of the SOP/PAP in their possession. The procedures are called "dated documents" because they are identified by the most recent version through the date printed on the cover and as a header or footer on each page. Through this dating, it is easy to ensure that the most current SOP/ PAP is being used. The secretary's file maintains an historical copy of all the SOP/PAP versions.
The SOP/PAP should clearly define officers and/or board members in the organization, the description of the positions, and responsibilities of those officers. The SOP/PAP should define the duties of each person and, like the bylaws, describe the limitations of the officers as well. Some organizations have moved to very specific job descriptions for officers, which are included in the SOP/PAR As an example, it is assumed that the president or chair of an organization can or should accept the duties of other officers' in their absence. This is a limitation that should be clearly communicated through the SOP/PAR If the organization does not want this to happen, then the SOP/PAP is the document to ensure proper responsibilities are carried out.
Leaving the operating procedures to one individual to remember and implement can be disastrous. It is not in the best interest of the group to allow one individual to interpret the operating procedures. The best way to ensure that consistency and equality is maintained is to have written documents.
Like bylaws, it is useful to have examples from several different organizations. However, the SOP/PAP is distinct to the organization and should reflect the "uniqueness" of the organization. Again, other SOP/PAPs can be used to selectively adapt the "most appropriate" parts, but the individuality of the organization should be foremost when writing this document.
One technique for writing procedures is to get a small group together for a brainstorming session. Have everyone write on note cards (one idea per card) all the problems they have experienced in groups in which they have been or are a part. After a few minutes, the people read their cards, one at a time. When all ideas have been shared, the group keeps talking! The new ideas that grow from the discussion are also recorded on note cards-one idea per card. The cards can then be separated into clusters related to the ideas shared above. As the procedures are written, all these ideas are "covered" so that this group can learn from the problems or mistakes of others.
Like bylaws, the SOP/PAP should be reviewed regularly. Any change in the bylaws causes a corresponding change in the SOP/ PAR Regular review will ensure that the SOP/PAP accurately reflects the bylaws and the functioning of the group.
Bylaws and Standard Operating Procedures or Policies And Procedures are essential documents for ongoing organizations. To ensure equality, fairness, and consistency, these written documents compliment one another to describe an organization and how it functions. For an organization to continue, the members must agree on how they will function in an organized manner and consensus on organized behavior is reflected in the written documents of bylaws and SOP/PAPs. These documents define the parameters of the organization's concern, the boundaries of operation, expanse of authority, and accepted behaviors of members. To use the example from earlier, bylaws create the boundaries of the parking lot and SOP/PAPs are the painted parking spaces within the parking lot. While these documents may not solve all problems that arise in an organization, the bylaws and SOP/PAPs allow for a process to address problems or concerns.
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