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STLE Constitution and Bylaws

Review the  new Constitution and Bylaws

STLE traces its roots back to 1944, when the organization was founded in Chicago as ASLE.
Over the ensuing decades, we have remained strong and relevant thanks to a philosophy that
has always accepted the need for change and modernization.
The late P.M. Ku, 1969-70 President and one of the organization’s legendary volunteers, once
wrote: “We can indeed be proud of our past and present; but, more importantly, we must aim
toward the future. Let us then examine what we have done and are doing, and at the same time
ask how we can do better.”
Several years ago, the current Board of Directors recognized a need to adopt this spirit of
leadership and seek changes to our existing Constitution, STLE’s primary governance document.
The Board charged a blue-ribbon Governance Committee with formulating those changes.
The Committee’s task seemed simple enough initially, but legal counsel advised that the existing
Constitution is so outdated that we should really start from scratch. So the Board asked the
Governance Committee to rewrite the Constitution based on a modern template supplied by our
legal advisor. The result is the new “Constitution and Bylaws”, which has since gone through
several iterations with input from legal counsel, the Board, the Governance Committee and the
Rules Committee.
The new Constitution and Bylaws defines the way the Society operates, including:
• Governance of the organization.
• Classes of memberships, requirements and rights.
• Meeting requirements.
• Officers, their qualifications, election procedure and terms.
• Standing Committee requirements.
• Local Section requirements.
• Method to amend the Constitution and Bylaws.
Compared to the documents for similar Societies the new Constitution and Bylaws is middle-of-the-road, or just to the detailed and conservative side from center. It meets all the legal
requirements but does not repeat legal requirements laid down in Illinois State Law. It gives the
Board the flexibility it needs, but keeps the membership in control of the Constitution and Bylaws,
whereas several other successful organizations delegate that responsibility to their Board.
Specific concerns addressed with the proposed Constitution and Bylaws are:
• The nine Regional Vice-Presidents on the Board are given the same Title, Status, Terms
and Voting Rights as the nine Directors. Now all members get to vote for all nominees
improving member control of the Board.
• The Audit Committee is added to the Standing Committees to provide stronger financial
oversight; in compliance with modern legal requirements.
• The membership eligibility requirements are relaxed to help stem the continued loss of
membership, and reflect the realities of today’s work environment.
• Standing Committees are reduced to those legally required, providing legal compliance
and flexibility to address the critical issues with ad-hoc Committees.
• Use of electronic communications and electronic voting provide faster and easier
decision-making and a big reduction in costs.
* * *
What Bylaws Mean to You as an STLE Member
Simply put, bylaws (or constitution and bylaws) are the fundamental rules by which an
organization governs itself. Bylaws can be considered the organization's contract with its
members. They state, interpret or implement the general governance policies of the
organization. They determine:
The structure of the organization,
The rights of the participants in the structure, and
The framework within which those rights are exercised.
Bylaws should reflect the culture, mission and strategic direction of the organization they
govern. They should strike the appropriate balance between flexibility and specificity.
They should be flexible enough to allow the association to achieve its mission without
frequent amendment, but specific enough to provide structure and direction to the board
and members for achieving the mission. Bylaws must be aligned with the organization's
articles of incorporation and follow the law of the state under which the organization is
Bylaws are distinct from other governing documents. The hierarchy of governing
documents is described below:
Articles of Incorporation: An organization's articles of incorporation can be thought of
as the organization's contract with the state. The information included should reflect the
minimum required by state law. The articles generally identify the organization's name,
legal purpose and the disposition of its assets upon dissolution. (Note: STLE is
incorporated in the state of Illinois.)
Bylaws: The bylaws will necessarily be more specific than the articles, but may not
contravene what is outlined in the articles of incorporation or conflict with the law of the
state of incorporation. Bylaws should not overly restrict the organization’s operations.
Moreover, the association's practices must match its bylaws. If they do not, either the
bylaws or the organization's practices must be amended to be consistent with each
other. (Note: Constitution and Bylaws is a synonymous term.)
Policies and Procedures: Further levels of specificity should be contained in a policy
and procedure manual detailing the rules governing the association’s operations.
Membership processes, administrative rules, financial policies, parliamentary procedures
and the like generally should be outlined in policies rather than incorporated in the
bylaws. (Note: STLE maintains a Board Policy and Procedures manual.)
March 2007
Association Forum of Chicagoland
Professional Practice Statement on Bylaws
©2008 STLE All rights reserved.