Talking Points about the new Bylaws



The present Clan Henderson Society Constitution and Bylaws have not been comprehensively reviewed in at least 10 years.  It appears that they are substantially similar to an earlier constitution and bylaws of the society.  There have been substantial changes in the actual operation of the Society and substantial changes in nonprofit corporation law in the approximately 30 years since the initial organization of the Society.  When the Society was relatively small, the organization of the Society could be relatively simple in structure and authority.  Over the last 10 years, however, because of the challenges of the growth and development of the Society and the law and the goals as an organization we want to achieve, the Constitution and Bylaws have not kept up.


The theories behind the proposed Bylaws are to:


Modernize the structure of the bylaws, simplifying them where possible

Modernize the structure of the society

Give greater responsibility, agility, flexibility, and accountability to the Executive Board on behalf of the members of the Society


Include legally required language in the Bylaws



To do these things, the Bylaws have been drafted to


  • Reduce the size of Executive Board by allowing appointed officers to do their thing instead of burdening them with having to be involved with general corporate decision-making

  • Set term limits for the president

  • Allow more members to be active in a greater variety of society activities, programs, and functions

  • Remove programs and specific functions and the committees that support them out of the bylaws so that the Executive Board can better modify and adjust the membership, management, and operation of these programs and functions

  • Putting in place certain corporate accountability and management committees that the society needs and has never had:  audit committee; finance committee; fundraising and development committee; and program oversight committee

  • Should not need to amend the bylaws as often as we have had to or tried to

  • As a result of some changes in federal law, the proposed Bylaws include some additional language that the present Constitution and Bylaws should include but do not.  These are legally required good corporate government provisions:  conflicts of interest and whistleblower protections.


The proposed Bylaws are intended to be the organic document for the Clan Henderson Society, Inc., as a nonprofit corporation.  Because of this, several provisions in the present Constitution and Bylaws and many of the suggested changes to them are not included in the proposed Bylaws as they are more typically corporate policies implementing the goals, objectives, and purposes of the Society.  Consequently, they are to be considered for approval as corporate resolutions.  This method will give the Executive Board greater flexibility to modify, amend, and adjust the resolutions to better manage these programs and activities.