Why do a Bylaws Review?
East Shore needs leaner, more long-term and broadly inclusive bylaws that are as easy to understand as possible. All of our bylaws were created overtime with good intention. It is time for a comprehensive update and review. Since the 1950s, ESUC bylaws have been added or changed one by one, many without a comprehensive look at format or conformity with the whole document, and what is expected for a small nonprofit. An example is youth involvement in leadership. It has become best practice to create formal provisions for youth to be involved in church leadership meetings. One of the proposed changes that we’ve already passed is addressing the age of board members being young enough to include youth.
In the spring of 2021 the bylaw task force was created by the Policy & Governance Committee with the approval of the board. It came about because Policy & Governance had been reviewing policies and bylaws and noticed they were not in alignment, not updated and had gaps that were actually hindering both the board and staff in their work. Time was being spent determining answers to questions that should be in the bylaws or policy.
We have learned that Bylaws for nonprofits today are generally viewed as only needing to have legal requirements and the bare minimum to set up the basic structure of the organization, authority of the board and, in our case, the authority of the congregation. Board Policy is where details that change over time should be, and the flexibility found to adjust for the needs and the times as they change.
The Unitarian Universalist Association’s best practices of the 1950s have changed and now generally follow the outlook described above on bylaws and policies. You can see what the UUA now recommends here . Also, Washington state created new laws about what our bylaws need to have in them, effective 1/1/22. The new laws are called the Nonprofit Corporations Act.
Despite all of the above, not all our bylaws need changing. Some are foundational and these aren’t being proposed for change or alteration except where proposed changes to the whole document are suggested.
Who makes up the Bylaw Task Force?
Grace Colton (Chair). Member since 2010. Chair Policy and Governance Committee, Outreach Team member, Building Beloved Community Committee member, Mighty Choir member.
Ryam Hill. Member since 2005. Past Treasurer Board of Trustees, Building Beloved Community Committee member, Past Ministerial Search Committee member, Past Chair Nominating Committee, Finance Team member, Facilities Team member.
Mary Anderson. Member since 1983. Policy and Governance Committee member, Past Right Relations member, Past President Board of Trustees, past Operating Fund Drive member, past Auction team member, Past Ministerial Search Committee member.
Marcy Langrock. Member since 2013. Past Treasurer Board of Trustees, Building Beloved Community Committee member, Finance Team member, past Nominating Committee member.
Board Liaison – David Langrock, VP of Board of Trustees
Members of Staff Leadership Team (ex officio) – as needed
Stakeholders for this batch of bylaws under discussion – Whole Board (Officers, Trustees-at-Large, and Staff Leadership Team), Lay leaders, congregation.
How does the Bylaw Task Force do its work?
For all the recommendations the Bylaws Task Force has made to the Board, we have used the following process: a review of legal requirements particularly WA state law, the relationship each bylaw has to policies, a critical question review which included asking where are the barriers to inclusion, determine where changes should be made in bylaw text, consult with stakeholders, discuss revisions with the stakeholders, review the whole document, make our final recommendations to the Board, ask for approvals from Policy & Governance Committee and then the Board, then have a congregational vote on the changes.
What is the Timeline of the Bylaws Review Project?
We found out shortly after we formed that East Shore’s articles of incorporation needed to be revised because of the new law. In Spring 2021 we started a review of all bylaws. The congregation voted in new articles of incorporation plus some bylaw changes in October 2021. We had an attorney review the whole bylaw document in March 2022. From March to now we’ve had different sections of articles and, in 4 chunks, approved by the congregation.
We are aiming for June 2024 to complete all the bylaw amendments. The Policy & Governance Committee would shepherd any policy revisions that came out of that.
Sometime in the summer or fall 2024, a final attorney review (which has been budgeted for) would be done. If we need to go back to the congregation in December 2024 we will, for any final tweaking, and then the Bylaw Task Force will disband.