Bylaws and Policies & Procedures
by Mark Kaprielian
    Bylaws Committee Chairman
1998 - 1999

"If we were starting an organization today, what form would we choose to cast our bylaws into?"

This is the central approach to the effort I've taken to create a completely new set of bylaws.  My first draft of these new bylaws was done sometime around November, 1997, prior to my being elected to the board in May of 1998.  I spent about 20 hours of effort on these bylaws and Policies and Procedures.  In reality, I have spent many, many more hours than that if you consider my experience in crafting the bylaws of a different organization that I belong to.  Those bylaws have undergone only two minor revisions since February 2nd, 1992 when they were first adopted.  That board of directors has eighteen people of diverse background and interests and remains a thriving organization.  The Rules of Order that I crafted from Robert's Rules of Order have remained unchanged and the Policies and Procedure I put into place have been gradually expanded over time.

I have studied with great detail the 11 pages of the closest to complete version of the MACA bylaws that are available.

It seems to never fail that someone "remembers" some motion that was passed that changes what we thought we could now do.  This is not a way to run an organization.   There is no institutional memory.  There are no processes in place to create an institutional memory.

You might say, why fix something that works.  I maintain it doesn't work.   It's very nature insures that it does not work.  Rules are enforces when they are expedient to achieve some particular purpose.  The rest of the rules are dispensed with, mostly because, they encumber those who are actively working for the organization.   Maintaining tradition is good if it serves the needs of today.   Tradition for traditions sake is not wise.  MACA has a tradition of driving board members off of the board, never to return.  While many factors contribute to this, the rules of the game as they exist and have existed for years, do not help in changing this situation.

In short, the Bylaws have things that should not be in bylaws, it is not possible to put a complete set of bylaws together and the Bylaws do not serve the organization well.

The new bylaws are only 4 pages in length and are very clear and organized.  The existing bylaws are 11 pages and very difficult to interpret.  In creating the new bylaws and Policies and Procedures I have taken the essence of what is trying to be done and put them into the appropriate form and function.

Bylaws should be:

Policies and Procedures should:

I hope you will support my effort to re-vamp and re-vitalize our institutional documents.  I have made provisions (already tested by time and experience) to allow the conducting of business in a reasonable manner between physical meetings of the board.   This in particular allows the organization to move ahead with important decisions and is key to our survival.

It is my intention to hold a group discussion at the Board meeting scheduled for January 6th, 1999 and then Formally vote on the following Board Meeting.  If you have any feedback, please continue to send it to me so that I may craft an improved version of the documents.

Below are links to the different drafts of the Bylaws and Policies and Procedures.