Writing and Updating
Board Constitutions and
Bylaws
NCEA Convention 2006
Atlanta, Georgia
Brother Lawrence Harvey, CFX
Xaverian Brothers Sponsored Schools
Writing and Updating
Board Constitutions and Bylaws
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Overview of Governance and difference
between “constitutions” and “bylaws”
Elements usually addressed in bylaws
The need to review and update bylaws
Examples of bylaws
Questions & Answers
Analogy
Our board (commission or council) is to our
school as ___________ is to _________
a.
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•
•
•
•
g.
dam : river
curbstone : road
governor : engine
control tower : pilot
headlights : auto
compass : navigation
guidance system : satellite
h. periscope : submarine
i. inspiration : poet
j. designer : work of art
k. spirit : higher purpose
l. vision : implementation
Adapted from NAIS
Analogy
Our board (commission or council) is to our
school as ___________ is to _________
a. dam : river
b. curbstone : road
c. governor : engine
d. control tower : pilot
e. headlights : auto
f. compass : navigation
g. guidance system : satellite
h. periscope : submarine
i. inspiration : poet
j. designer : work of art
Board as control
k. spirit : higher purpose
l. vision mechanism
: implementation
Adapted from NAIS
Analogy
Our board (commission or council) is to our
school as ___________ is to _________
a. dam : river
b. curbstone : road
c. governor : engine
d. control tower : pilot
e. headlights : auto
f. compass : navigation
g. guidance system : satellite
h. periscope : submarine
i. inspiration : poet
j. designer : work of art
k. spirit : higher purpose
l. vision : implementation
Board as strategic
direction setter
Adapted from NAIS
Analogy
Our board (commission or council) is to our
school as ___________ is to _________
a. dam : river
b. curbstone : road
c. governor : engine
d. control tower : pilot
e. headlights : auto
f. compass : navigation
g. guidance system : satellite
Board as meaning
maker
h. periscope : submarine
i. inspiration : poet
j. designer : work of art
k. spirit : higher purpose
l. vision : implementation
Adapted from NAIS
Governance is the act, process, or power of controlling,
influencing, guiding, or directing actions or behaviors. Applied to
Catholic schools, governance can be explicated and understood
in several ways. Governance is: (1) articulating, monitoring, and
controlling the philosophy, mission, goals, and values of the
sponsor and the school; (2) creating, approving, reviewing,
directing, and recommending policies which are appropriate to
the mission and philosophy of the sponsoring diocese, religious
community, or parish; (3) ensuring the quality and continuity of
the administration of the school; (4) initiating and monitoring
quality education; and (5) continuing growth and development of
human, material, and financial resources of the school
community.
Catholic Schools for the 21st Century:
Catholic School Governance and Finance, Rosemary Hocevar, OSU, NCEA 1991
The governing documents (charters, articles
of incorporation, bylaws or constitutions)
determine the relationships the entity has
with the state, the church, the parish or the
sponsoring religious congregation.
Difference between Constitution
and Bylaws
A Constitution:
 Is concise
 Clarifies the group’s
purpose
 Explains the fundamental
purposes of the group
 Provides the basic
framework for the group’s
processes
 Provides historical
perspective
 Is rarely revised
Bylaws:
 Outline specific
procedures for the
group’s functioning
 Help group conduct
business in an orderly
manner
 Provide further definition
to the constitution
 Easily revised, and
revised regularly as
procedures change
Bylaws are the legally binding rules that
outline how the board of a non-profit will
operate. All non-profits need these
regulations to determine how they are to be
governed.
From “BoardSource”
Topics to be Addressed in Bylaws
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A statement of purpose
Powers of Trustees
Minimum and maximum number of board members
A description of the voting membership
Tenure of service
Meetings: number of, annual, special
Number and description of standing committees
Description and responsibilities of the Executive
Committee
Officers
Topics to be Addressed in Bylaws
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Quorum
Filling vacancies
Review and amendment of bylaws
Conflict of interest
Removal of officers
Indemnification
Employment of staff
Statement of fiscal year
Dismissal of governing board member
Meetings by electronic communication
Advice: “Boards that Make a
Difference” John Carver
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Length - keep lean
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Membership
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Whatever can be put into a policy, should be
omitted in bylaws
Non profit equivalent of stockholders
Often reserved to Bishop of Diocese or
Congregational leadership
Board Size – a board should be no larger
than the task of “ownership linkage”
requires
Advice: “Boards that Make a
Difference” John Carver
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Quorum – no lower than 51%
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Attendance policy – often unenforceable,
better to use automatic policy
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Officers – kept to a minimum, describe in
terms of output areas and authority
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Be sure to distinguish between officers of
board and officers of the corporation
Some thoughts on Officers of the
Board
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PRESIDENT / CHAIR OF THE BOARD
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Oversee board and executive committee meetings
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Ex officio member of all committees
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Appoint committee chairs
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Prepare agenda for meeting (in coordination with
administrator)
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Oversee assessment of chief administrator and board
VICE PRESIDENT / VICE CHAIR
Some thoughts on Officers of the
Board
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SECRETARY OF THE BOARD
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Maintain all records and ensure accuracy
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Review board minutes
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Provide notice of meeting when required
TREASURER OF THE BOARD
Samples
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Diocese of Great
Falls-Billings
A Home and School
Association
School Sponsored by
Religious Community
Conflict of Interest
Statement
Writing and Updating
Board Constitutions and
Bylaws
NCEA Convention 2006
Atlanta, Georgia
Brother Lawrence Harvey, CFX
Xaverian Brothers Sponsored Schools
www.xbss.org
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