Governance

The Confederation of Independent Psychoanalytic Societies, Inc.

 Introduction to Bylaws and to Policy and Procedure Code

 The Bylaws.

Bylaws are critical components of organizational infrastructure. They differ with regard to their purpose and content and, accordingly, they differ with regard to their susceptibility to changes.

A.  Bylaws establish an organization, define its mission, and define its system of governance. In short, bylaws define what the organization is, what it does, and how decisions are made within it.

B.  While bylaws spell out basic rules for decision-making, they do not include the decisions that are made. Such decisions are recorded in additional documents, including minutes, policy documents, procedure codes, and other manuals.

C.  Bylaws differ from other documents of governance in at least three ways:

1.  Bylaws are intended to be more permanent than policies or specific organizational goals or operations.

2.  The organizational structure and decision-making process set forth in the bylaws are subject to change but they are, by design, more difficult to change than other specific policy decisions, projects or operating procedures. Bylaw amendments typically involve a two thirds majority vote of the board and ratification by membership or membership bodies like component institutes. The greater threshold of support needed to amend bylaws is intended to stabilize organizational functioning. This purpose is also reflected in parliamentary procedures that require a higher threshold of support for rescinding or amending actions taken by a board.

3. Bylaws are intentionally limited to those basic rules and structures that are needed to ensure proper organizational functioning. Those rules and structures that are deemed essential or inviolate should be included in the bylaws. All other rules or bodies should be excluded from the bylaws in order to avoid unnecessary restrictions on the adaptive functioning of the board – obviating the need for multiple and unending subsequent bylaw amendments.

D.  The above principles are in keeping with the principle of “residual authority.” While the actions of a board or organization cannot violate the bylaws, the board has full authority to take actions that are not otherwise restricted by the bylaws. The board is thus free to establish whatever committees, action groups, or to implement any action plans or initiatives (like the establishment of the Board of Examiners) on its own authority – as long as they do not violate the bylaws. Accordingly, there is no need to include all committees, bodies, policies, or rules in the bylaws of an organization – only those deemed to be absolutely necessary in a more or less permanent way. In fact, it is detrimental to an organization to include such details in its Bylaws because the organization will then be bound to them unless the bylaws are amended. This can constrain an organization’s creativity and adaptive capabilities.

The Policy and Procedure Cod

A.  The CIPS Policy and Procedure Code was introduced in 2005 to routinize and standardize recurring procedures. The intent then, as now, is to ensure the stability, efficiency, and predictability of organizational functioning.

B.  A Policy and Procedure Code is very different from the Bylaws. As stated above, bylaws establish the basic structure of the organization and the methods by which decisions are made. Bylaws do not include the decisions that are made. These are recorded in the minutes of board meetings or in other special documents. Many organizations rely solely on minutes to record decisions and policies. Unfortunately, minutes are often difficult to locate and specific rules, policies, or procedures adopted by one board may not remain in the collective memory of the organization or be readily accessible in the minutes.

C.  A Policy and Procedure Code is an instrument designed to remedy this problem. It contains all the decisions that are made by the board with regard to recurring processes, such as elections, dues, the conduct of board meetings, the appointment of individuals to positions, and so on. If an action of the board is one of a class of recurring actions, a decision that is made with regard to the management of that action may be a model for the management of other such actions. When the board believes that any of its decisions is a model for future such decisions with regard to a particular kind of action (as exemplified by dues collections, appointments, admission of members, and so on), that decision can be recorded as a procedure to be repeated in similar contexts, and codified in the Policy and Procedure Code.

D.  The Policy and Procedure Code differs from the Bylaws, then, because it contains a record of decisions with regard to how the organization will function in specific contexts. However, it also differs in some other ways. It is not only more detailed and specific than any set of bylaws should ever be, it is also “the property” of the Board. The Board creates procedures, the board amends procedures, the board dissolves procedures. Procedures are readily subject to change by a two thirds majority vote of the board, or, if the board is notified of the plan to review any procedures, by a simple majority vote.

It should be noted that this procedure for changing procedures is set forth in Robert’s Rules under the heading of “rescission or amendment of motions previously adopted.” It conforms to the basic principle that changing a motion previously adopted should be more difficult than enacting the motion in the first place. However, it is still much easier to amend a procedure than to amend the bylaws. Bylaws are intentionally difficult to amend because they define the basic social contract through which the organization is established. The Policy and Procedure Code is no more than a compendium of the Board’s decisions with regard to the operations of the organization.

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