By Vice President Amy Sales, CMP

An association’s bylaws and policies and procedures (P&P) documents are two of a handful of core organizational documents. It is important to securely maintain all governing documents. Of these, the bylaws and P&P are referred to most often to provide organization and direction. Although the terms are mistakenly used interchangeably and the documents have similar functions, they serve very different purposes, and knowing the differences can save time, maintain procedure and avoid delays in member services. This is especially true when there is talk about making changes to either document; it’s important to understand what each actually does.

Bylaws Provide Structure

An association’s bylaws establish organizational structure. Early leadership typically develops them and then they are passed from board to board, since they are meant to be updated infrequently.

Bylaws can include:

• Leadership titles and responsibilities
• Board structure and duties
• Terms of service
• Membership types and requirements
• Election cycles
• Foundational elements of the association’s governance

Because bylaws establish an organization’s framework, they should remain consistent, but not forgotten. In fact, associations should refer to their bylaws regularly to make sure they are operating as intended.

If an update is truly warranted, it should reflect a meaningful change to the organization’s structure and foundation. Examples include significant growth in a geographic area that requires expanding the organizational footprint, a shift in an industry’s workforce numbers that calls for a new membership category, or a restructuring of the board that warrants revised titles.

P&Ps Provide Protocol

While bylaws explain an association’s structure, policies and procedures share how it operates. P&Ps are also developed by boards to provide staff guidance for regularly encountered situations, thus avoiding the need for board input. Because operational changes tend to happen more frequently than structural changes, P&P documents are reviewed regularly and typically updated more often.

Maybe new technology has created efficiencies, or new resources are available that improve a process. Perhaps new member benefits have launched or there’s a need for updated security measures. These are the kinds of operational items found in a P&P.

Some associations establish a routine review of their P&P documents, with designated leaders reviewing a portion throughout their terms. This approach ensures regular review and familiarity with policies, while also allowing the entire document to be reviewed over the course of a leadership cycle rather than waiting until something is outdated or no longer working.

Making Updates

The best way to know if an updated is needed is to be familiar with the association’s bylaws and P&P. It won’t all come at once, but with regular review incorporated into your work flow, questions and situations will trigger your reflex to see if it is addressed in the bylaws or P&P, depending on its nature. If it is not, it is worth considering presenting a potential change to board leadership. If it is determined that a change is needed, the bylaws should address the process for making amendments, including who can present a change, voting eligibility, timing and sometimes change format. The same is true of P&P changes, but usually among the board of directors. There’s no single process that applies to every association, but best practice is to be familiar with these documents to be prepared and know when it is time to update and how.

Where an AMC Can Help

An association management company (AMC), like Easter Associates, can be a valuable resource when an association is reviewing its bylaws or P&Ps. AMCs bring experience and observation while also offering an unbiased, outside perspective on existing language.

Perhaps most valuably, an AMC can provide historical context, especially if they’ve had a long-standing relationship with an organization. They can help current leadership understand why a particular section was written.

Ultimately, bylaws and P&Ps should make an association’s job easier. When they’re clear, current, and structured appropriately, boards and staff benefit from having the guidance they need to do their jobs while allowing the organization to keep evolving.

If your organization needs bylaws or P&P guidance, Easter Associates can help.