Internal Organizations CommitteeReport changes to IO Committee Chair
Writing a Constitution and Bylaws for Your IO
Please check with the IO Committee before you choose a name
for your organization.
The rules of an organization may be divided into: Constitution, Bylaws, Rules of Order, and Standing Orders. All rules should be found under one of these heads. If there are both constitution and bylaws, amendment of the constitution is usually made more difficult than amendment of the bylaws.
When an organization is incorporated, the charter (articles of incorporation) frequently takes the place of a constitution.
Sometimes the easiest way to write a Constitution and Bylaws is to copy from some other similar organization (i.e. grotto) and then make the changes necessary for the new organization.
Items underlined (I, II, V, VI, and VII) must be included in the constitution of an Internal Organization of the NSS, either as shown or in equivalent language.
I. The name of this organization shall be the [Purple Patch Grotto] of the National Speleological Society.
II. The purposes of this organization shall be the same as those of the National Speleological Society, namely, to promote interest in and advance in any and all means the study and science of speleology; the protection of caves and their natural contents; and to promote fellowship among those interested therein, with the additional purpose of organizing NSS members in the [geographical area], to better promote the objectives of the NSS.
III. Executive Committee
(2) The Executive Committee shall have complete power to manage the business, to raise funds in any manner not inconsistent with the policies of the NSS, and to perform all other necessary functions.
(3) Decisions or actions of the Executive Committee may be overruled by a two-third majority vote of the members.
IV. Executive Committee Meetings
V. Full membership is limited to members of the NSS.
Vl. The Regulations of the National Speleological Society shall be binding on the grotto. Any action inconsistent therewith shall be null and void.
VII. Tax exempt status: The purposes for which this organization is formed are exclusively charitable, educational, recreational, and scientific within the meaning of section 501(c)(7) of the United States Internal Revenue Code or the equivalent section of any future federal tax code.
VIII. Dissolution. In the event of dissolution of the grotto,
IX. Amendments to this constitution may be proposed either by the Executive Committee or by a petition of ten percent of the members in good standing. Adoption of the amendments shall require a two-thirds vote of the members voting, either in person or by absentee ballot, provided that notice of the meeting and the content of the amendments shall have been announced to the membership at least thirty days prior to the time at which the vote will be taken.
Commentary On Sample Constitution
It is recommended that no matter how small the organization there be at least three officers to constitute an Executive Committee. This makes sure of a presiding officer, someone to stand in if the Chairman is unable to serve, and someone to handle financial transactions and record-keeping. With over thirty members, it may be better to have a larger Executive Committee to spread the responsibility for decision-making over more persons.
NSS policy requires that all members of the decision-making body (i.e., the Executive Committee) be active NSS members.
Some groups may prefer to call the chief officer President and the second in the line of authority Vice-President. Corporations generally have to use the term President.
In the event of dissolution, all that is actually mandated is that, if the grotto has some NSS property (see also note in sample text), it must be returned. This could include maps from NSS Cave Files, slide show for a program, library material on loan, or an unspent cash advance for some NSS project (such as a symposium) administered by the IO. Many IOs decide that all assets remaining at the time of dissolution, after liabilities have been taken care of, will be turned over to the NSS. However, they may designate another nonprofit group such as a grotto or a local Search and Rescue group to receive part or all of the assets. Fixed assets such as helmets may be sold or auctioned off to convert all assets to cash.
What does being "non-profit" mean? Non-profit is a term recognized by states. Tax exempt is a term recognized by the IRS. It does not mean that some project cannot make a profit, as long as the proceeds are spent for the purposes for which the IO was formed. None of such proceeds should inure to the benefit of specific individuals. Thus, in the case of dissolution, remaining cash on hand should not be divided and distributed to the individual members. But individuals may receive reimbursement for personal funds advanced for grotto approved expenses. If a generous individual lends the IO a computer or printer to use, or some training equipment or books, some kind of agreement should be put on paper at the time and signed, showing whether it was a donation or whether it was on loan and should revert to the owner in the event of dissolution.
Notice carefully the provisions for amending the constitution and the bylaws. IO government should be democratic. Everyone should have a chance to express their acceptance or opposition to a proposed change in constitution or bylaws. The general membership should be kept aware of the decisions being made by the Executive Committee and the justification for such decisions. Failure to do this has caused dissatisfaction within grottos, growth of dissident factions, and a challenge to the power of the Executive Committee, particularly if it tends to be well-entrenched. Emergence of such tensions may well affect the ability of the IO to carry out caving projects successfully.
The percentages or numbers required to pass various votes need to be reconsidered as the IO grows or dwindles in size. With a beginning size of twelve members, 50% is a reasonable expectation. When the grotto has sixty members, setting 50% required for a vote may encouraging "voting with the feet," by simply staying home to defeat the vote. With a small grotto of ten members, to require either 50% or twenty, whichever is the greater number, obviously this requires 100% to pass. Avoid such meaningless requirements.
[Provisions may also be made for members under a specific age and for Honorary Members. Honorary members do not pay dues.]
III. Termination of Membership
[This is what is known legally as "due process. Note the provision for a speedy "trial, " and the fact that a schedule is set up that must be followed Having schedules established is one service performed by bylaws.]
IV. Assessments and Gifts
V. Executive Committee
Committees shall be established by the Executive Committee to execute the work of the Grotto. Chairpersons of the committees shall be appointed by the Chairperson of the Grotto, subject to the approval of the Executive Committee. Each committee chairperson shall select the personnel and promote the activities of his/her committee. All committees (except for the Elections Committee) shall operate under the direction and approval of the Executive Committee.
VII. General Meetings
The Grotto may acquire real and intangible property, including equipment, literature, and other materials for use by and on behalf of the membership. Generally accepted accounting practices shall be used to account for all assets.
IX. Fiscal Year
The fiscal year shall be the calendar year [or some other date ].
The Grotto may issue and distribute to the members in good standing, other than Family Members, regular issues of a Grotto newsletter, and is empowered to issue and distribute special publications, subject to regulations governing the subject matter, publication dates, sales, and distribution as prescribed by the Executive Committee. Copies of the publications must be provided to the NSS in accordance with NSS policy.
The Grotto may maintain a Grotto Store for the convenience of members, friends, and associates, which will be limited to caving related goods appropriate to the policies of the Grotto.
XII. Grotto Records and Annual Report to NSS
It shall be the duty of the [indicate specific officer] to keep the grotto records up to date with the NSS and to submit the Annual Report to the NSS.
All proposed amendments to these bylaws must be presented to the entire membership and notice given to the members of the place, date, and time of the General Meeting at which the amendments will be considered for adoption, and provisions shall be made for absentee voting. This notice shall be given at least twenty days prior to the designated meeting. Adoption of the amendments shall require a two-thirds vote of the members voting, either in person or by absentee ballot, and the total votes cast must constitute at least fifty percent of the membership.
Commentary about Bylaws
Know the difference between "shall" and "may."
Membership. The membership classes that you may want to consider can include but are not limited to: Regular, Family, Junior, Student, Honorary, Non-Resident. "Associate" may be used in conjunction with any of these (except Honorary) to distinguish from an NSS member.
If you designate types of membership by age, use inclusive words so as not to exclude a certain age group. Say seventeen and older, and less than seventeen, as an example.
Remember that a "student' is not necessarily a Junior. Some people take years to finish work for a Ph.D.
A word about children. The future of the NSS lies with our children-those in our families, those in our youth groups like Scouts, and those in classes which some of us teach. We take on a great responsibility when we enroll young people in the grotto, but doing it responsibly is a contribution of great value to the future of NSS. Some grottos have bylaws that state that every member of NSS in their area is eligible to join the grotto; this automatically obligates them to accept young people, whether they realize it or not. Detailed procedures about youth or other guest participation does not belong in the bylaws, but appropriate policy statements should be on the agenda.
Don't include the amount of the dues in the bylaws. Simply state where the authority for setting the amount of dues lies, and provide a process for petitioning for changing Executive Committee decisions (or have dues changes acted upon at a general meeting).
You may want to consider letting each membership run for one year from the time of joining. Advantage: This provides a cash flow of dues money throughout the year. Disadvantage: It is very time consuming and difficult to send reminders. You don't have the money on hand or drawing interest.
Termination of Membership. Separate termination for non-payment of dues from the more serious termination for unacceptable behavior. You may even want to put the information into two separate sections. Non-payment often occurs when a member moves away and continues to receive the newsletters for the rest of the year and then not pay any more dues.
Failure to provide due process to someone being considered for disciplinary action could even bring the grotto into court if the individual feels that he/she was denied the right to state his/her case and know the charges placed. Consider a simple warning for a new member still unfamiliar with caving procedures.
Assessments and Gifts. This section was put into the bylaws to give the grotto the authority to accept some unexpected bequest from a former member now deceased, or to request grants from corporations for caving projects. Fund raising drives within the membership can put someone with limited means in a difficult situation. Hence we urge that there be no assessments. Member donations should be voluntary.
Executive Committee. The bylaws and constitutions should not be written as to discourage getting new blood into the organization.
Conducting the election at one meeting, with nominations all from the floor, and some "railroading" if no one wants to run against the incumbents is another recipe for "No change at the top."
The mail or email ballot should avoid the above scenarios. Alternatively, adopt a procedure to get the candidates during two previous months and pass around paper ballots for secret voting at the meeting where the election is held. Provide that those who will not be able to attend can get absentee ballots on request.
Another decision to make now, as you write constitution and bylaws is whether you want to elect all your Executive Committee members for one-year terms. Perhaps continuity will be better served if they are elected for two- or three-year terms. Perhaps this decision should be put off for five or six years and then if the grotto has achieved some stability and perhaps some size, a switch can be made to longer terms, with initial assignment by lot.
Several grottos do not elect the officers directly, but elect a set of directors who in term name the officers on the basis of qualifications. While all officers and directors must be NSS members, the directors need not be bound to select from within their numbers every officer. A number of grottos keep a treasurer year after year; my advice is, "If you get a good treasurer keep him/her!" Of course, the treasurer should still be subject to simple audits.
Obviously a major choice lies before a group drawing up a new constitution and bylaws: what kind of organization will you have and for what terms will each serve? Also, what about term limits? That is also a good way to avoid having the same people at the top forever. Perhaps a mixture is what you want in your grotto: limited the chair and vice-chair to successive terms of two full two-year terms, but allowing others to continue without any limit of number of successive terms.
You are not going to be bound forever by the provisions you put into your initial constitution and bylaws. But constant amending will lead to apathy among the electorate.
You'll notice that in the sample we never stipulate meetings every month. Instead, a minimum number is mandated to give some leeway for convention months, the holiday season around the end of the year, etc. Nor do we say when and where - that is left to the Executive Committee. These are items that may need to change frequently, especially in the early years.
As a rule, Executive Committee meetings are open to any and all. This might not be true of a special meeting to consider the case of someone being considered for expulsion. But being generally open is a good way of discovering potential future officer talent. Listen!
Fiscal Year. It is essential to define this. By default it may become the calendar year. But even that choice should be set down in the bylaws.
Store and Newsletter. Note that the sample says you may have these member services. (Note: in some areas you "buy" into a regional newsletter.) Saying "may" instead of "will" relieves you of having to feel guilty if these services lie unused.
Dissolution. The wording is from the IRS and is appropriate for grottos seeking tax deductible status.