Conference and Council Bylaws

Conference and Council Bylaws What is Required? By Mike Syslo, Senior Director of Governance

Background

In the fall of 2005, the National Council voted and approved two documents that have significantly affected SVdP in the U.S. since then. The first document was Part III of the Rule of the Society. Part I of the Rule is for the International Society (approved in 2003) and applies to all SVdP throughout the world. Part II of the Rule (also approved in 2003) is an organizing document for the International Confederation (CGI). Part III was to be created by each country defining particular statutes that are specific to their country. Our vote of approval was necessary to complete the Rule. Our Part III was submitted to CGI and was eventually approved by CGI in 2006.

The second document that the National Council approved consisted of seven sets of bylaws to be used as model bylaws to be adopted by all Conferences and Councils. The document also included about 20 pages of introductory remarks which described the bylaws documents and how they are to be used. It was necessary for this second document to be created and approved by the National Council. All of the structural and procedural parts of the “old” Rule (prior to 2003) were removed from the new Part III of the Rule and placed in the bylaws documents. So the only place to find officer job descriptions, election procedures, quorums, definition of voting members, and many other things are now in the bylaws that have to be adopted by every Council and Conference.

The rest of this document covers some specific information about bylaws that every Council and Conference should be aware of. The indented and italicized information comes directly from the nationally approved documents.

Compliance

The following paragraphs are found on page 20 of the introductory remarks for each set of the bylaws approved by the National Council.

COMPLIANCE

For membership in the National Council of the United States, Society of St. Vincent de Paul, Inc. it is a requirement that every organizational unit (Conference or Council) have Bylaws (see Document 1 for Conference or Councils WITHOUT Boards) and Bylaws (see Document 2 – 7 for Conferences and Councils WITH Boards or WITH INTEGRATED Council/Board). To remain in good standing, Conferences and Councils must maintain their Bylaws (including any and all amended articles) in updated and amended form.

The key thing to remember here is that EVERY CONFERENCE AND COUNCIL IS REQUIRED TO HAVE A FORMAL SET OF BYLAWS. Each Conference and Council must not only adopt a set of bylaws, but they must also maintain them in updated or amended form.

1 The National Council considers Document 1 (Conferences or Councils without a Board) as standard Bylaws for the majority of Conferences. District and/or (Arch)Diocesan Councils should maintain on file copies for each of their attached Conferences.

Isolated Conferences should comply through the nearest District or (Arch)Diocesan Council in their Region.

If your entity uses Document 2 – 7 then copies of these Bylaws in current, updated and amended form must be provided to the National Office.

As changes in accepted governance practices, Federal laws, or events occur, the National Office will prepare and notify all levels of leadership of any needed or required changes in these instructions or Documents 1-7.

Most Conferences in the country will be able to simply adopt Document 1 (Bylaws for Conferences without a Board of Directors) without any modification. This is the recommended process. The bylaws documents are maintained by the National Council and always include the required legal wording as well as any changes to wording approved by the National Council. When a Conference adopts Document 1, they don’t need to make changes over time; they simply re-affirm each year that they will follow this set of bylaws as is currently revised by the National Council. This re-affirmation will become part of the Conference Annual Report process.

If the Conference modifies Document 1 in any way, it must have the modifications reviewed and approved through the normal hierarchical flow of the Society. Whenever it makes any changes to the bylaws, it must follow the procedure once again to have its bylaws reviewed and approved. Whenever the National Council approves wording changes to the model sets of bylaws, the Conferences and Councils are required to make those same or equivalent changes to their own bylaws and have them reviewed/approved.

Common Sets of Bylaws within a Council

When a Council (either (Arch)Diocesan or District) allows its Conferences to use the Council’s EIN, the Council may create a common set of bylaws for its Conferences. It is still recommended that Document 1 be used without modification. However, it is permissible for the Council to modify the bylaws as it feels appropriate for its Conferences. The common set of bylaws, if different from Document 1, must be reviewed and approved by the Regional Vice President to ensure compliance with the Rule and legal requirements. The Council must be sure that the bylaws are clearly identified and can be distinguished from prior or later versions of the bylaws.

Once an approved common set exists, the Conferences would simply have to sign a statement indicating that they adopt that specific set of bylaws. If and when the Council makes changes to the common set of bylaws, each Conference must re-adopt/re-affirm the bylaws and sign a statement indicating they did so, once again identifying the specific set of revised bylaws they adopted/affirmed.

The reason for this adoption process is to ensure that Conferences understand what is expected of them. Bylaws are not considered an “organizing document” as “Articles of Incorporation” are; however, bylaws do define structures and procedures and, as such, control the way a Conference operates. The

2 Council cannot change the bylaws and simply expect Conferences to abide by the revised set. The Conferences must re-adopt/re-affirm bylaws that have been revised, acknowledging they understand and approve the changes.

Words of Caution

The following paragraphs are found on pages 15 and 16 of the introductory remarks for each set of the bylaws approved by the National Council.

A FEW WORDS OF CAUTION BEFORE YOU BEGIN

These recommended models are not a substitute for the advice of legal counsel. Unfortunately, the legal issues, which Bylaws address, are complex, and the consequences of violating state and national laws can be significant and costly. Councils should have a competent attorney who is familiar with nonprofit law review their Bylaws prior to approval and distribution. While Bylaws can effectively address governance problems, poorly drafted Bylaws can compound disputes and have a detrimental effect on a Conference or Council’s position in any related litigation. Having an attorney review your Bylaws can be a cost-effective step in the long run. If you need help in this area contact the National Office.

Conferences or Councils may need to modify some of these Bylaw articles to meet their operational requirements, as well as legal requirements specific to their organization and state laws. No single model provision will be wholly appropriate for every Conference or Council. Organizational units should instead adapt the model provisions according to the dictates of common sense and factors unique to their location, types and sizes of operations, membership, and work forces.

The model Bylaw provisions presented are not intended to be comprehensive. Bylaws can cover a multitude of subjects. These model Bylaws do not cover every conceivable subject, but are intended to provide samples of the most frequently required covered subjects. Your Conference or Council may find a need for additional provisions.

Government contractors or Councils who have Unionized employees may need different provisions. Councils with government or union contracts are subject to a multitude of federal, state and union laws and regulations. Such Councils should consult with legal counsel for assistance in drafting appropriate policies and procedures.

The purpose of Bylaws changes over time, your Bylaws should too. Your Bylaws may need revision from time to time as either your Conference or Council’s operational needs and internal procedures will change over time or the National Council or International Council will make decisions that will impact your Bylaws. Accordingly, Bylaws should be reviewed and revised periodically at the direction of the National Council or in consultation with the National Council.

Bylaws adopted by Conferences and Councils must be formally approved. Once you have gone through the process of selecting a model set of bylaws that is appropriate for your Conference or Council and made the minor changes to adapt them to your local environment, those bylaws must be formally approved before your Council or Conference adopts them. This is to ensure

3 that the bylaws contain all necessary information and that they are in full compliance with The Rule. Conferences must have their bylaws approved by their District Council. The District Council bylaws must be approved by the (Arch)Diocesan Council. (Arch)Diocesan Council bylaws must be approved by the Regional Vice President. Ultimately, the Regional Vice President must approve the bylaws of any Council or Conference wishing to join the National Group Tax-Exemption. This process must be followed for amendments to bylaws as well.

Conclusion

The Key points to remember are the following: 1. Every Council and Conference is required to have a formal set of bylaws. 2. The National Council has created and is maintaining 7 sets of bylaws that can be used by Councils and Conferences, either exactly as is or with some customization. 3. All bylaws must comply with the Rule. 4. All bylaws must be formally adopted by each Council and Conference and must be re-adopted every time there are changes to wording. 5. There are some easy paths that may be followed for those Councils and Conferences that simply adopt and follow the National standard without changes to wording.