What’s Happening to the Bylaws?
The Board of Trustees voted to amend the bylaws of the YVMS at their February board meeting. This was part of a year-long process with the following goals:
- Bring our bylaws into better compliance with Washington State law
- Add language to allow our Society to apply for 501(c)3 status with the IRS
- Remove burdensome language and procedures that weren’t being followed by the Society
- Implement best practices for nonprofit organizations
- Better position the Society for growth and sustainability
You can view the draft of the proposed bylaws as amended below. These will be voted on at the
March 16th special membership meeting. Vote has been postponed due to COVID-19 restrictions on gathering. Another special meeting will be announced in the future.
The redlined bylaws can be viewed here:
And the current YVMS Bylaws can be viewed here:
To accommodate our special guest, Langdon Cook, there will be very little time for discussion and debate at the meeting where we vote, so it is important to raise concerns prior to the meeting. It is likely we will use parliamentary procedure to keep us moving on track.
Please submit questions or concerns to firstname.lastname@example.org prior to the meeting. Thank you.
Some questions & responses
Q: Have we been accepted as a 501(c)3? If not, aren’t these changes premature?
A: IRS code requires certain wording in organization bylaws in order to be considered for the 501(c)3 status. Further, since we are already a 501(c)7 organization, we must demonstrate that we now meet the requirements to file as 501(c)3 – which necessitates these bylaws changes. The bylaws changes must come first.
Q: The one household vote provision was removed from the proposed bylaws, which means a Family membership with 2 adults and 5 children could have a total of 7 votes on any issue.
A: We have defined voting members as those members over the age of 18 and limited the Family membership to 2 adults living in the same household plus all children under the age of 18. In the scenario above, this household would have 2 votes. We felt that this was more manageable than ensuring that each household only voted once – especially when it comes to electronic voting.
Q: In RCW 24.03.075 the annual meeting has to be fixed in the bylaws so at least the month of the annual meeting needs to be specified.
A: The relevant section here reads: “An annual meeting of the members must be held at the time stated in or fixed in accordance with the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the corporation.”
This does not mean that you must specify the time (or month) of the annual meeting. The key phrase is “…or fixed in accordance with the bylaws.” If the bylaws specify how the annual meeting will be set and communicated to members, then so long as that is followed, we are okay. While it is a typical practice to specify the month of the annual meeting in bylaws, none of the other organizations I work with do this. They all define the annual meeting in policies and procedures.
Q: The proposed bylaws just state notice but do not specify what notice is. What is notice?
A: It isn’t required that how notice is given is defined in the bylaws, so long as it complies with RCW. By leaving this broadly open in the bylaws, we don’t lock ourselves into notifications in one way (e.g. stating that we must mail notifications, as our bylaws state now) if technology or social norms change. This is another space that is better served by creating standard policy and procedures. The standard method of notice going forward will be email, unless a member does not consent to email, in which case we will work with that member to find an acceptable alternative medium that meets RCW 24.03.080. This will be defined by standard procedures, which are dictated by the Board of Trustees.
Q: What are “Standard Procedures”? It is mentioned in the bylaws several times but is not defined.
A: Standard procedures are sometimes known as “standard operating procedures” or “policies and procedures”. They are the guidelines for how to operationalize activities of the organization in line with law and the bylaws. Setting standard procedures is an action of the governing body (the Board) and is a much nimbler way to manage the organization. Best practice is to typically leave your bylaws as broad as possible so that the organization is free to respond to changes throughout the year by action of the Board.
The Standard Procedures approved by the Board of Trustees for adoption can be viewed below. Remember that this document will grow and evolve over time to meet the Society’s needs.
Q: Only membership meetings are required to have minutes in the proposed bylaws. What about meetings of the Board of Trustees?
A: This was an omission by mistake. RCW requires minutes of Board meetings, so we will bring a proposal to add this back in to the bylaws. Even if we had left this out, RCW would supersede our bylaws and dictate that we must have them.