The success of any nonprofit organization depends on a sound governance structure that relies on efficient governance documents to frame the organization’s fundamental policies for driving its mission. Governing documents must be carefully developed, properly written, and periodically reviewed and updated in order for an organization to accomplish its goals and objectives.

Everything done well, including volunteering and serving the Auxiliary’s mission in communities across the reach of the United States requires written, reasonable parameters for conducting the mission.

Ensuring Sound Governance

Updated documents allow questions about the Auxiliary, its governance, its programs, and eligibility to be answered easily. And that is a benefit to all members. Our constitution, bylaws, and standing rules ensure we are operating according to our agreed-upon rules. We believe that is the best environment in which to accomplish our goals and objectives.

The following is provided as a guideline to help facilitate reviews of your current Constitution, Bylaws and Standing Rules. Please remember that department, district, and unit Constitutions, Bylaws and Standing Rules cannot be in conflict with national governing documents.

Guidelines for Units

1. Constitution & Bylaws:
   • Are the foundation of the organization
   • Contain the most essential provisions relating to the organization, its name, purpose, membership, officers, meetings, governing board, committees, parliamentarian authority and amendments to prescribe structure changes
   • Are the law of the organization
   • Should be reviewed, but not changed, every year
   • Have direct bearing on the rights of members
   • Should have a standard form and content
   • Define the primary characteristics of the organization
   • Prescribe how the organization is structured and functions
   • Include all rules that are so important that they cannot be changed without prior notice
2. Standing Rules
   • Relate to the details of administration for the organization
   • May be adopted by a majority vote
   • May be amended or rescinded at any regularly scheduled meeting: with prior notification, by a majority vote, unless the bylaws stipulate otherwise, without prior notification by a two-thirds vote
3. Parliamentary Authority – The most recent edition of Robert’s Rules of Order, Newly Revised shall govern this organization in all cases that are not in conflict with state statute, the constitution, the bylaws, or any special rules of order adopted by the organization.
4. Definitions
   • Resolution: An elaborate, formally written motion. A resolution may contain a preamble that lists the reasons for adoption. Each reason is listed in a separate paragraph starting with the word “whereas.” A resolution must have at least one “resolved” clause that specifies the action or position being proposed.
   • Amendment: Proposes a change to the Constitution, Bylaws, Special Rules of Order, or Standing Rules. It is also used to modify a motion under consideration.

Complete Oregon C&B