Quixote’s Column: Interpretation of Our Governing Documents

Did you know our Bylaws are actually quite an interesting document?  It’s a document with a history, some intrigue and the potential to be a boon or a bomb!  Spoiler alert: there is a bonus at the bottom of the column.

For instance, did you know that the governance of the chapter provided for in our Bylaws rests with the Chapter membership?  It’s true . . . no joke!

There are clues throughout the document.  However, just like any situation in life, the document needs to be considered as a whole – cherry picking can change the meaning.  And so as the Bylaws committee discusses proposed amendments to our current Bylaws we return to the original document template.

The original template used here has been paraphrased, in the interest of space, and presented with author’s interpretation before any changes were made by others or by Headwaters (but that’s a future post on history).  The state program provides this template with the following conditional statement (emphasis from column author):

“This document is for use at the chapter level.  It details the rules by which the chapter will be governed.  In order to get their official charter, chapters should draft and adopt their own bylaws based on this template document.  The highlighted sections of the document indicate areas in which the chapter should set its own policies. The un-highlighted sections indicate statewide policies.”

The complete original state template is available here.

Take a look at this (emphasis from column author and the text to which you might want to pay attention initially – to avoid Bylaws burnout.  You might also skip to Bottom line and then retrace):

ARTICLE VI – Board of Directors and Executive Committee
A. Composition, Rights and Responsibilities

3. Authority.
The Board of Directors shall have the power to conduct the business of the Chapter as defined in these bylaws or approved by the membership.

4. Authority Boundaries.
All resolutions and actions that do not fall within the assigned duties of the Board of Directors or are not assigned by these bylaws will be presented to, and voted upon by the general membership at a duly called and convened general meeting.

B. Executive Committee

1. Composition.
The Executive Committee shall include the officers of the chapter.

2. Authority.
In the event that board action is required before a board meeting can be called or the matter does not warrant calling a special meeting, the Executive Committee may take action with the same authority and boundaries as the board.  Such action must be reported to the entire board within one day of taking the action.

ARTICLE VII – Meetings
A. Board Meetings

1. Frequency:
The Board of Directors may meet as often as required but shall meet at least (state the minimum meeting schedule. Example: quarterly.).

2. Notification:
The Chapter membership shall be notified of all Board meetings at least ten days prior to the meeting.

3. Open meeting.
Attendance at the meeting shall be open to all Chapter members.

B. General Membership Meetings

1. Frequency.
General membership meetings or other Chapter-sponsored activities will be held (state the minimum meeting schedule. Take into account planned breaks for summer, holiday, etc. Example: monthly from September through May). Special meetings may be called at the discretion of the President.

4. Governance.
The acts of the majority of the voting members present at each duly called and convened meeting shall be the acts of the General Membership.

ARTICLE X – Amendment of Bylaws
A. Approval before Vote.

In order to ensure consistency, continuity and adherence of statewide guidelines, the Chapter Advisor(s) and then the Virginia Master Naturalist Program Coordinator, as a representative of the State Steering Committee, must approve amendments to these bylaws before they can submitted to the Chapter’s general membership for a vote.

B. Notification.

Notice of all proposed amendments to the bylaws with the date, time and place of consideration shall be presented in writing to Chapter members at least 30 days prior to consideration by the membership.

C. Membership Vote.

These bylaws may be amended by a two-thirds vote of members present at a General Membership meeting of the Chapter.

ARTICLE XI – Dissolution
A. Dissolution Procedures. The Chapter may be dissolved via either of the following procedures:

1. By the Membership.

a. Prior to a vote on dissolution, the Virginia Master Naturalist Program
Coordinator must approve the proposed dissolution.
b. The proposal for dissolution must be presented at a General Membership or
special meeting 30 days prior to the vote.
c.  A vote of 2/3 of the Certified Members present at the General Membership or special meeting is required for dissolution.
d.  A letter must be submitted to the State Steering Committee stating the results of
the vote and why the chapter chose to dissolve.

2. By the State Advisory Committee.  By notice from the State Steering Committee.

Bottom line:

So what do you notice about the above examples?  Again, the above is paraphrased from the original template, but on the subject of governance, here’s what catches the eye:

Board and Executive Committee authority comes from the Bylaws and/or the membership.

The Board and the Executive Committee have boundaries on their authority!

The state suggested example of the frequency of Board meetings is quarterly

The state suggested example of the frequency of General Membership meetings is monthly

The only place noted in the Bylaws directly concerning chapter governance is under Article VII, B, 4 – General Membership meetings and is given to those members in attendance.

The Board does not appear to have approval authority on proposed Bylaws amendments, although it is the Board that appoints the Bylaws Committee to review/suggest amendments to existing Bylaws.  A formal review occurs at Advisor and state levels before presentation to the membership (by the Bylaws Committee – author’s interpretation of Robert’s Rules of Order) at a duly called General Membership meeting planned by the Board.   Although, I am certain the Bylaws committee will respectfully present its recommendations to the Board for review.

As far as dissolution is concerned, there is no guidance about where the dissolution proposal comes from, but it is clear that, after the proposal is made, the only action required by the Board is to call a General Membership or Special Meeting.  Final decision rests with the membership.

A close look at state policy, the state template of the Chapter Operating Handbook and the state template of the whole of the Bylaws that gives the skinny on what the Board’s assigned duties are and can be found in this document.

You know, all this may seem dorky and wonk-ish but the truth of it is: Headwaters is your chapter – as long as you own it.  Hopefully, this is not an exercise in tilting at windmills, but membership in a Virginia Master Naturalist Chapter does have responsibilities (again, it may be helpful to skip to the emphasized text before retracing to the context):

ARTICLE I – Chapter
Chapter Identity and Relation to State Program/Organization
A. Parent Organization.

The parent organization is the Virginia Master Naturalist Program or “State Program”.

E. Commitment to Virginia Master Naturalist State Program Requirements.

In return for the general supervision, guidance, supplies, resources, and cooperative helpfulness afforded by the Statewide Virginia Master Naturalist Program, a Chapter of the Master Naturalist Program agrees to comply with all requirements, guidelines, and standards and to produce and submit an annual report conforming to the standards set forth by the State Advisory Committee.

F. Revocation Compliance.

In the event this chapter ceases to follow Master Naturalist State Program guidelines, the Chapter agrees to abide by revocation of the Chapter’s charter along with the right to use the Virginia Master Naturalist name, title and trademarks.

A. Overall Purpose.

A Chapter is not organized for profit, nor shall any of its net earnings inure in whole or in part to members, employees, or other individuals. In support of the State Program Sponsors, this Chapter shall be an educational, non-profit, volunteer organization dedicated to fulfilling the State Program’s mission to develop a corps of well-informed volunteers to provide education, outreach, and service dedicated to the beneficial management of natural resources and natural areas within their communities for the Commonwealth of Virginia . . .

ARTICLE VIII – Compliance with Master Naturalist Volunteer Policies
A. Compliance.

All members of the Chapter will adhere to the volunteer policies as established by the Virginia Master Naturalist Program and designated in the Volunteer Policy Handbook and Guidelines.

B. Violation.

Violation of volunteer policies is a serious matter that reflects unfavorably on the entire Chapter. A formal process to investigate a charge of misconduct against anyone who is in training or certified, as well as disciplinary actions for those found in violation of the policies has been established by the Virginia Master Naturalist Program and will be used to deal with these violations.

Well, there you have it, this month’s post of Quixote’s Column is an effort to fulfill another state guideline (this comes from the VMN Program Volunteer Handbook and Policy Guidelines, pg. 13):
Key Elements of the Chapter Management Guidelines:

•  Maintain the program as an unbiased public service.
•  Recognize one’s responsibilities as a Virginia Master Naturalist.
•  Recognize the autonomy of the various partners when coordinating or implementing projects and other chapter events.
•  Keep accurate records.
•  Present a positive public image that speaks well of the Virginia Master Naturalist
•  Actively participate as a team member with other individuals of the Virginia Master
Naturalist Program.

Local Chapters should be instrumental in making members aware of these key elements of the State Program as well as their own bylaws, policies and procedures.  Chapters shall be vigilant and responsible for ensuring members and affiliates are following policy.

If you are wondering about the Policy Police – there are none at the state level of which I am aware.  Being a VMN is based on the honor system because we don’t need to be policed – just reminded/informed on occasion.  Why should you care about any of this dorky wonk-ish stuff?  Well, it’s not necessary to care about it.  Headwaters will not change one way or the other.  The amazing synergy that is Headwaters comes from the grace and good faith of its volunteers.  I see this column as a chance to tell a story and establish some history.  I hope Quixote’s Column will provide a bit of a framework for the future.  It’s always good to have a historical perspective and an understanding of guiding principles but in the end, the Chapter will be what we all want it to be.

BONUS at the bottom:  If this interests you and you choose to do the research implied in this column to be fully informed and engaged, you may earn one hour each month the column appears in Advanced Training (Continuing Education) by sending your comments/ observations to: headwatersmn.info[at]gmail.com

Next month: “Bylaws History – a path forward!”

– RoxAnna Theiss, April 2015