From the Constitution and Bylaws Committee

We have been charged with making sure that our Constitution serves our organization's interests, and does not unknowingly impede them. This report has been prepared by your Constitution and Bylaws Committee to explain the steps we hope to take to preserve and build our organization, and to provide the membership with the necessary background information for evaluating our proposals.

Although many things will remain familiarly the same, some adjustments are required in order to comply with law; to qualify for fund-raising opportunities; to function effectively in the modern nonprofit-organization environment; to respond to the opportunities and the risks posed by modern communications technology; and frankly, to deal with the phenomenon of an aging and shrinking membership base.

Grass-Roots Organization:

CCB is first and foremost a grass-roots organization, composed of and governed by its membership. Sovereignty and ultimate authority have always rested with and will continue to rest with the members. How that authority is exercised; how parts of that authority are delegated to officers, employees and the Board; and how the membership exercises oversight are all questions that our new governing bylaws will answer.

The Outside World:

As a modern, nonprofit organization, CCB is accountable not only to its members but also to outside entities and forces. These include the laws of the state and nation, the requirements imposed by funders, the transparency and other expectations emanating from public oversight, and the technological demands and communications imperatives of the electronic age.

A New Governing Format:

The first and most striking thing you will notice is that our fundamental governing document will no longer be the Constitution but our Bylaws. The Bylaws will serve the same functions as the Constitution did, but they will also do much more. Many of the constitution's provisions will be carried-over in tact; other provisions will be added, some will be modified or deleted.

Since the Bylaws cannot possibly address or foresee every question, anymore than the Constitution could, the Bylaws will be supplemented by Policy Statements. These Policy Statements will play much the role filled until now by our old bylaws, except that these will be issued over the course of time as needed.

Make-up of the Organization:

The CCB is made-up of 6 basic components: the membership; the chapters and affiliates; the president and officers; the CEO and employees; the board of directors; and the committees. Our existing constitution concerns itself mainly with matters of internal governance: conventions, voting, elections, terms of office and removals, and most important of all, with due process and the commitment to the democratic process that has always defined our organization.

The current Constitution does not address the role of the CEO or other employees, the legal protection of chapters and affiliates, and many of the disclosure, reporting and other requirements and relationships so crucial to our future. The new governing Bylaws will address these matters, and indeed, failure to do so would deprive the membership of its rightful role in guiding our development as well as place us in unnecessary legal jeopardy.

Major Features:

So what specifically will be new or different: On the new side, we of course have to incorporate:

The CEO: CCB has long employed an administrative assistant, and we will long and affectionately remember the great service that Ed Branch rendered to us. But with growing complexity, it became clear that a professional employee was needed to carry-out the instructions of the membership and the Board, to manage the day-to-day activities of the organization and the office, and to build the increasingly demanding relationships with various governmental funding or oversight bodies, with nonprofit or corporate sponsors, with potential partners, and with the public.

No organization could afford to have a governing document that did not note the existence and describe the role of its CEO. The governing Bylaws will reflect the creation of this position and will delineate the CEO's role, coordination and accountability.

Existing Components of the Organization:

The new governing Bylaws will seek to enhance the existing components of the organization as well:

The Chapters: Our chapters need help. They are in trouble. All too many have ceased to exist, grown too small to be active, grown too dispersed to hold regular meetings, or just stopped communicating. The Bylaws will try to address this crisis by giving the chapters key support, such as by bringing as many as possible under the umbrella of CCB's tax-exempt status and by offering other supports including elimination of the confusion in dues collection and roster data arising from the existence of different classes of membership.

The Membership: Although we are beginning strenuous efforts to recruit new and younger members, we know that, for a while anyway, our numbers may continue to decrease while our average ages go in the opposite direction. This decrease in membership is disappointing to all of us, but it also has huge practical implications for our ability to impact the lives of our members and of the community, and for our ability to conduct business.

The sovereignty of CCB's members has always been exercised through the Convention, and convention attendance has dwindled in recent years, to the point where in 2017 only 118 people registered. We have witnessed decisions being made by fewer and fewer of us. Almost certainly they made the same decisions the rest of us would have made, but declining participation is perhaps the most serious problem that a democratic organization can face. Nor is the decline random. That is to say, through no fault of anyone and without anyone intending it to happen, the people who are able to participate at the annual convention are more and more those of us with relatively more money, and those in relatively better health, and those without pressing caretaker responsibilities.

We cannot afford to lose a single member, but we may be leaving irreplaceable ones behind. Many of us fear "technology," but our new governing document needs to lay the groundwork for a careful investigation of non-in-person techniques for ensuring that all of our members can participate in convention deliberations and decisions. We will ask you to authorize several of the other components to investigate and test alternative and supplementary approaches to ensure participation for those who cannot attend in person, and to allow the membership to have more input between conventions.

One other serious consequence of members' declining ability to attend conventions is its effect on voting by chapters. Unless a chapter has been able to poll its members in advance, its delegate cannot be sure how to cast its votes in the event of a real controversy. And unless the delegate, alternate or someone from the chapter is present at the convention, both for the credentials meeting and for the vote, the chapter gets no vote at all. This results in yet more disenfranchisement of members, and in more unintended inequality among voting members.

Chapter Voting: If the voting rights of our members are to remain meaningful, we may need to modify chapter voting. Each member of CCB should have one vote, whether a member of a chapter or affiliate, or an at-large member. Today, too many have none and a few have two.

Our new governing Bylaws will ask you to authorize us to carefully develop a remote voting system that will enfranchise all and that will free the chapters for their real and important work.

Chapter and State Relationship:

We need to assure close, cooperative and mutually supportive relationships between the chapters and the state organization. Neither can prosper without the other, anymore than a tree can live without roots or trunk.

As it relates to the new Bylaws, we will also do such things as eliminate unrealistic and rigid dates from existing constitutional provisions bearing upon chapters’ obligations to submit rosters and other information. We will replace those with time frames that are agreed-upon, adjustable, and that work for everyone.

As noted earlier, chapters will be invited, and newly-created chapters required, to operate under CCB's 501 (c) (3) protective umbrella. This is important for the organization as a whole and for the chapters. It will increase the flow of resources to chapters, free them of administrative burdens and provide other benefits to them, while giving the organization the up to date and statewide information it needs.

The Board:

The Board of Directors plays a vital but sometimes underutilized role in the life of this or any organization. The new Bylaws will require, not merely request, those who seek to serve on the Board to submit information to the membership in advance of voting that will allow members to evaluate and compare them in the light of the issues facing the organization. We intend to request similar provisions regarding the submission of resolutions.

Committees:

Committees play a key role in researching various issues and in creating in-depth knowledge on important matters. But to be effective, committees need to be flexible, meaning that the Board should have the ability to create, terminate and modify them as necessary. For that reason, the new Bylaws will abolish standing committees, leaving to the judgment of the president and Board and membership, and to the demands of the time, the determination of what committees are needed and when. We will also clarify that, in those cases where outside expertise is necessary, the committee may be chartered to include a person or persons who are not members of CCB. Of course, CCB members will always make up the majority of committees. Special committees will be convened to conduct the research described above.

Officers:

Officers are typically among the most experienced members of the organization. As such, their effective utilization is vital. The Bylaws will implement clear liaison relationships and require Board members to actively take on specific responsibilities, consistent with their skills and campaign pledges.

The foregoing summary of some of the Constitution and Bylaws committee's thinking to date is submitted to you with the hope that it will engage you and provoke your thoughtful and robust feedback. Nothing is written in stone and nothing is decided. We look forward to your joining us for a conference call, announced on the various CCB mailing lists and the Connection, where we hope to hear from as many of you as possible, to answer your questions, and no doubt to participate in a few lively debates. Thank you for your attention and support.
--Your Constitution and Bylaws Committee