The special convention season is in our near future, so to help you prepare, we thought it would be beneficial to share some questions from the past.
Question: We are getting our governing docs ready for department convention, and I think we need an update. Can we just copy the national Constitution, Bylaws, and Standing Rules?
Answer: Unfortunately, no. While unit and department governing documents cannot conflict with national governing documents, they do need to be tailored to meet the specific needs of the department or unit and not copied verbatim from the national C&B/SRs. For example, the national governing documents reference every national program; however, a smaller unit or department might not have enough members to actively participate in all of the programs — choosing instead to focus their efforts on just a couple — which is absolutely acceptable.
Bonus answer: Remember that all incorporated nonprofits are accountable to the laws of the state in which they are incorporated, so your governing documents must not be in breach of state law.
Question: If we change our governing documents at convention, we must get it approved by National. Same as if a unit changes theirs, the department must approve, right?
Answer: Incorrect. The National Organization does not approve department C&Bs. The National Organization can only speak to the national C&B. The National Organization can offer guidance but not mandates. The department relationship with National is similar to the unit’s relationship to the department. ALA National Standing Rule XI. Units states that units operate independently with their own C&B.
Question: We have transcripts of our convention, so we don’t need to have minutes, right?
Answer: Incorrect. Transcripts and minutes are different. While transcripts are a verbatim written account of all words spoken during a meeting, minutes are a concise record of the event providing details on issues raised, action items, and outcomes. State law requires all corporations (yes, departments are corporations) to hold valid corporate meetings and keep corporate minutes of those meetings. Meeting minutes are meant to be shared, but don’t disseminate them until the meeting chair has a chance to review and approve them. Opt for digital copies of meeting minutes instead of distributing paper copies if possible. Sharing digital copies online means all members can have ongoing access, and they will be preserved as part of the department/unit records.
Question: If we cannot have a convention, can we change our officers?
Answer: Look in your bylaws for the wording on the term lengths. For example, at the national level, our national officers serve “until their successors are elected,” and elections occur during National Convention. If elections are tied to your convention, then one option might be that the officers choose to resign (just not all at once!). Then you would look in your bylaws for the process of filling vacancies. Many department bylaws involve the Department Executive Committee in the process of filling vacancies.
Look at your department bylaws to see how the time and place of your convention is determined. Is your meeting tied to The American Legion? At the national level, the ALA National Convention “shall be held annually at the same time and place as the convention of The American Legion.” There’s no flexibility there. However, if your C&B has a clause that begins with “or,” you might have some flexibility.