2008 Las Vegas

Leadership Training Workshop

Affiliate Bylaws, Policies,
Procedures and Job Descriptions
Marty Rutkovitz
ISMSt. Louis
Affiliate Bylaws, Policies,
Procedures and Job Descriptions
What are they?
How do they differ?
Why do we need them?
When do we use them?
How can they be changed?
Whos responsible?
Examples
What can go wrong?
What are we going to cover?
Bylaws what they are and why theyre important
Bylaws:
Define how the organization will be managed and run
Must contain a governing organizing document, such as
articles of incorporation, to secure tax-exempt status
Are an important source of internal law
Define the relations, rights and duties of members
Provide a detailed provision of affiliate governance
Define the powers, duties and limitations of directors and
officers
Bylaws what they are and why theyre important
Define responsibilities and authority of board members
and how those responsibilities should be carried out
Create a framework for the affiliate, ensure that income
is used properly and aid in resolving internal disputes
Provide clear statements of what the affiliate can and
cannot do
Contain rules for the conduct of board meetings,
elections, statements of duties and committee
structures
Whats the Difference?
Bylaws
Are the Constitution of
the affiliate
Focus on overall
governance, structure
and rights and
responsibilities of
members and officers
Bylaw changes need
ISM review and approval
as well as affiliate
membership approval
Policies and
Procedures
Are the Laws of the
affiliate and must be
constitutional
Clarify day-to-day
operations and define
operating procedures
and processes
Generally only need
board approval to
change
Policies and Procedures what they are and why
theyre important
Policies and Procedures:
Define how the affiliate operates in day-to-day
activities
Include board decisions on a variety of issues
Are the operating manual for officers and volunteers
Should include definitions, terms, guidelines and
other information not found in the bylaws
Must not conflict with ISM Bylaws in the following two areas

1. Statement that affiliate is incorporated as nonprofit or not-for-profit organization
2. Must contain definition of regular membership as it reads exactly in the ISM Bylaws,
Article III, Section 4 (Option 1) Any person interested in the supply management field
shall be eligible to be a Regular Member of an Affiliated Association provided that such
person (i) is not primarily engaged in sales activity; or (ii) does not solicit business on
behalf of such person or his or her employer during meetings of any ISM activity,
including without limitation, meetings of Affiliated Associations (including chapters), ISM
Committees and ISM Groups and Forums (as defined in Policy). For the purposes of this
section, "primarily" shall mean a majority of a person's time. However, no person shall be
ineligible by reason of incidentally disposing of scrap, surplus stock or equipment of the
concern by which he or she is employed. The eligibility of an editor, secretary or business
manager employed by an Affiliated Association shall not be affected by reason of sales
activity directly related to any magazine, bulletin or other publication or exhibit, product,
show or similar activity sponsored by such association.
OR
(Option #2) A person shall be eligible to be a regular member of this Association who
satisfies the eligibility requirements of a regular member of an Affiliated Association as
defined in the bylaws of the Institute for Supply Management, Inc. (ISM), as amended
from time to time. Regular members of this Association shall have the right to cast one (1)
vote on all questions which require a vote of the regular members of this Association
other than those regular members who, pursuant to the ISM Bylaws, as amended from
time to time, do not have voting rights.

Submit for review and approval to Linda Thomas at lthomas@ism.ws. You will receive
notification that your bylaws are in compliance or if further revisions are needed.
Affiliate Bylaws
When and Why to
Change/Amend Bylaws
Bylaws should be reviewed at least once a year
Affiliates are free to amend/change bylaws as
needed
Reasons for changes/amendments:
Meet the changing needs of members
Change in governance structure
Change in operations
Affiliate name change
ISM Bylaws change
Amendments/changes must comply with ISM
Bylaws and local laws
Whos Responsible for Making Changes?
Usually the secretary, parliamentarian,
appointed chair or other designated officer of
the affiliate
Single point of contact is best
If a committee is used, the committee chair
should be the person most familiar with the
bylaws
Affiliate leadership should unanimously agree
on the reason for the change, who is to
formulate the change/amendment and establish
a time frame for completion
How to Make Bylaws Changes
Proposed changes are to be submitted to ISM
Affiliate Support* for review
Affiliate will be notified, advising of compliance
If there is a conflict, ISM will give explanation of
the conflict with recommendations to bring bylaws
into compliance
Changes are then presented to the affiliate
membership for ratification in accordance with
affiliate bylaws (Note: would be beneficial to
have provision allowing electronic voting)
*Contact Linda Thomas, ISM Affiliate Support at 800/888-6276,
extension 3041 or by e-mail at lthomas@ism.ws
What is important to know?
Affiliates are independent incorporated
legal entities
Must conform to federal, state, and local laws
Must not conflict with ISM Bylaws in 2 areas
Membership criteria
Must be not-for-profit
501(c)6
501(c)3

Affiliate Bylaws
Bylaws
What is included?
Name and location
Definition of purposes
Affiliation with ISM
Membership Criteria
Dues
Board of Directors
Officers
Meetings of the Association Members
Committees
Finances
Dissolution
Indemnification
Amendments

Affiliate Bylaws

What are they?
Definition of purposes
Not-for-profit 501(c)6 or 501(c)3
Mission and Values Statements
Education and Training
Promotion of the Supply Management Profession
Diversity and Inclusion
Ethics and Professionalism
Communication and Participation
Intent to be affiliated with ISM and other associations
and organizations thus engaged
Affiliate Bylaws
What are they?
Affiliation with ISM
General
Conditions
Suspension or Termination
Affiliate Bylaws
What are they?
Membership Criteria
Types
Qualifications
Right of Denial
Expulsion Criteria
Reinstatement
Resignation
Transfer of Membership
Affiliate Bylaws
What are they?
Dues
Amount
Employer Discount
Payment
Nonpayment
Schedule of Dues
Affiliate Bylaws
What are they?
Board of Directors
Authority and Responsibility
Membership
Election
Terms of Office
Vacancies
Meetings
Authority to Act by Alternative Method (Conference
Call or E-mail)
Quorum and Voting
Executive Committee
Affiliate Bylaws
What are they?
Officers
Designation of which ones
Election
Duties of Each




Affiliate Bylaws
What are we going to cover?
What are they?
Meetings of the Association Member
Annual Meetings
Special Meetings
Quorum
Voting
Action by Association Membership Without a
Meeting
Order of Business
Parliamentary Rules
Affiliate Bylaws
What are they?
Committees
Standing Committees
Marketing/Membership
Educational/Professional Development
Communication/Public Relations
Auditing
Diversity\Program
Special Events
Special Committees
Nominating Committee
Affiliate Bylaws
What are they?
Committees
Finances
Fiscal Year
Appropriations
Affiliate Bylaws
What are they?
Dissolution (Optional)
Dissolution Process
Dedication of Funds

Affiliate Bylaws
What are they?
Bylaws Chapters
Location
Approval
Affiliate Bylaws
What are they?
Indemnification
Litigation
Authorization
Expenses Incurred
Personal Liability
Affiliate Bylaws
What are they?
Amendments
Affiliate Bylaws
What are Policies?
Guidelines that regulate:
Organizational action
Control conduct of people and
activities of the system-Actually type of position statement
Board of Directors can change without vote from
membership
Each organization must make clear, conscious decisions
about its own standards and principles of operation
Can be a philosophy, a mission, or a general objective
Normal method of handling things-the basic rules
Protocol for implementation
Some quite specific/others deliberately ambiguous
Policies
General Rules to go by
Board of Director Control - Things to include:
History of Affiliate
Mission, Value, and Vision Statements
Billing
Membership Management
Attendance to ISM Leadership Workshop
Attendance to ISM International Conference
Expense Reimbursement
Consent Agenda for Meetings
Special Awards
Affiliate Scholarships
Affiliate Job Bank
Traditions
Policies
When, Why and How to Make Changes to Policies
and Procedures
Policies and Procedures should be reviewed and
revised as needed
Changes do not need to be reported to ISM
Reasons for changes:
Meet the changing needs of members
Change in operations or operating procedures
Change in organizational relationships
Board decisions on specific issues
Secretary or other officer records and updates as
needed
Board approval is usually sufficient
Board of Director Control
Things to include
Title
Mission/Purpose
General Duties
Specific Goals for Current Year
Time Frames
Amount of Time Required
Time Line with schedule/significant dates
General Duties
Skills and Qualifications
Expected Results
Benefits to Volunteer (Recruiting Tool)
Job Descriptions
Job Descriptions
Create descriptions for each position
Revise as necessary
Include:
Specific job title
Description summary essence of position
Qualifications
Job duties/activities
Working conditions, commitment involved
Conditions of service what benefits or
considerations should they know about
Supervision
What are they?
Procedures
Supplement guidelines (policies)
Methods for conducting affairs of organization
Established forms
Flow charts
Step by step and sequence
Action oriented
Consequences for failure to comply
Procedures
Procedures-Board of Director Control/Chair
Things to include
Detailed How-to
Flow Charts
Forms
Instructions
Planning Meeting
New Board Member Orientation
Invoicing
Reconciliation of Membership with ISM
Annual Meeting Preparation
Special Event Preparation
Past Presidents Night
Purchasing Month in March
ISM Person of the Year Award
Affiliate Excellence Award
Procedures
Affiliate Bylaws
What can go wrong?
Non-Compliance with ISMs Bylaws and
Policies
Contradiction
Overlap
Too restrictive
Out of date
Failure to follow them


Resources

Past presidents, parliamentarians or other affiliate
members with bylaws experience
Local Parliamentarian association
ISM Model Affiliate Bylaws document
(Members Only/Affiliate Management area of Web Site)
ISM Affiliate Support staff (Linda Thomas at
thomas@ism.ws)
Roberts Rules of Order
Internet resources
http://nonprofitlaw.com/bylaws.htm
http://tx.essortment.com/nonprofitsbylaw_pzv.htm
http://www.nonprofitrisk.org
What to Include in Job Descriptions









What to Include in Policies and Procedures









Questions, Comments,
Feedback

THANK YOU !

Notes
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