Governance & Leadership Resources

Decision Making Process - Examples from State Associations

CSRA asked Bob Harris, noted association management advisor, for his advice on this issue. His response: “[Should not be in] bylaws. Yes to [board] policy. But some things just can’t be outlined in detail in policy. We agree to disagree. Or we understand in joining that different viewpoints and issues will arise and we ‘support the decisions of the board.’”

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EXAMPLE ONE

PROCESS FOR POLICY RECOMMENDATIONS

Legislative Committee Membership. The Board of Directors shall appoint a Legislative Committee comprised of both Board Members and current members. Members will have the opportunity to nominate themselves or another member to the committee. The Legislative Committee shall advise staff on legislative and policy issues impacting the retail or business climate in the state. Objections by Members. Any current member may raise a concern with staff regarding a recommendation of the Legislative Committee. Staff shall notify the Legislative Committee Chair regarding a recommendation where a member raises an objection and provide an opportunity for the member to present reasons for their objection. The committee will strive to seek a satisfactory, consensus recommendations to staff, but if consensus cannot be reached, the committee may approve a recommendation to staff by a majority of members. If there is not consensus among committee members, members and staff shall be respectful of differing views within the organization and individual. Each member of the committee shall have one vote. Appeals of the Legislative Committee. Any current member may appeal a policy recommendation to the Executive Committee or President of the Association.

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EXAMPLE TWO SRA NOTE: I would advise against putting policies in bylaws. They should be in a separate policy manual. Legislative Positions Policy The XXX Association believes that retailing is the leading edge of competition and that all sizes, shapes and types of legitimate retailers should be able to compete and serve customers in the marketplace. We advocate policies and laws that maintain and advance [STATE]’s strong retail climate and oppose legislation that would limit or restrict a retailer’s way of doing business, or that would put an unfair financial burden on retailers. If the Association is unclear what position to take, whether to support or oppose legislation, the board and if necessary, the entire membership, will be polled to determine the Association’s stance. If members are split in their opinion to support or oppose legislation, the Association will remain neutral, but we will provide members ways to testify and present their viewpoints on their own.

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EXAMPLE THREE: Bylaws provisions for Board of Directors: Board of Directions: Standard of Care – It is the responsibility of each Director of the Association to discharge his or her duties as a director in good faith, in a manner the person reasonably believes to be in the best interests of the Association, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. Board of Directors: Authority – Except as provided elsewhere in these Bylaws, the Board of Directors exercises the final decision making authority of the organization in all areas including operations and policy based on majority vote of Board members when a quorum is present.

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EXAMPLE FOUR: SRA NOTE: Our language is very simple and does not directly address conflicts of interest. Instead what we do is outline the procedures of how business is conducted in our meetings. This is found in Article IV of our bylaws (see below). The most important provision is in Section 2 where we make it very clear that Robert’s Rules of Order govern all of our meetings. This means that if there is ever a conflict that comes up it will be resolved using the majoritarian principles outlined by Robert’s Rules. As a practical matter this means that no single company has the ability to neutralize the association or veto any proposal. This is a way to address conflicts without having to shine a bright light on the issues that will raise all sorts of other questions. ARTICLE IV — MEETINGS Section 1. The Association may meet in an annual meeting for the purpose of receiving reports of officers, electing Officers and members of the Board of Directors, discussing subjects of interest to the membership, and for transacting other business. Section 2. Roberts' Rules of Order shall govern all proceedings of the Association when not in conflict with these Bylaws. Section 3. Each regular member of the Association is entitled to vote. On all issues subject to vote by the membership at any annual or special meeting, each regular member shall be entitled to one vote. Only those regular members having a representative present, or connected for communication purposes, to the meeting will be entitled to vote. Section 4. A quorum for the transaction of business shall consist of all those regular members represented by a representative at the meeting, whether an annual or special meeting. All decisions of the members shall be made by the majority vote of the regular members represented at the meeting. Section 5. The Board of Directors may call such special meetings of the members of the Association as it deems necessary. Written notice of such special meeting shall be given to the members either personally, mail, email or other means of communication normally used to communicate with the membership at least two weeks prior to the date of the meeting and shall specify the place, date and hour of the meeting and the purpose(s) for which the meeting is called. If mailed, such notice shall be deemed to be given when deposited in the United States Mail, addressed to the member at the member’s address as it appears on the records of the Association, with postage thereon prepaid. No business other than that specified in the notice of the meeting may be transacted at any special meeting.