This is the first of a two-part blog post.
One of the inherent challenges for fledgling or small trade associations is bringing onboard a practical, workable policy that deals with disputes between members or alleged violations of the organization’s bylaws.
Without an agreed-upon policy or procedure, members can waste a lot of time at association meetings discussing such problems and pointing fingers. Rumors can circulate. Even worse, if an allegation or dispute is serious enough, factions can form and feelings can fester, potentially undermining the association and its mission. Resolution is evasive, to be sure.
In the case of an association where I previously worked – the International Association of Antarctica Tour Operators (IAATO) – this was further complicated because the bylaws already allowed the membership to put on probation or even to expel one of its own with a two-thirds majority vote. But there was no agreed-upon step-by-step procedure to accomplish this, nor was there a clear way to determine if a bylaw was enforceable or even if it had been broken.
“Rumors can circulate. Even worse, if an allegation or dispute is serious enough, factions can form and feelings can fester, potentially undermining the association and its mission. ”
Fortunately, I was able to lead this association through the successful creation of a compliance and dispute resolution (C&DR) policy, aided significantly by the encouragement and active participation of a few colleagues and member-volunteers.
In our case, creating and getting final approval for such a policy took several years, and I’m pleased to report the membership passed it unanimously once it was put on the table for a vote. The time frame could have been compressed, but patience and the spirit of deliberation are key attributes that should be embraced from the get-go.
Basic Guidelines in Creating a C&DR Policy
In hindsight, there were some great lessons learned along the way that allow me now to suggest a few basic guidelines that might help other trade associations come to grips with this thorny issue. This approach assumes a modest budget and the desire to develop the policy in-house, using association staff and a few committed member-volunteers. For those associations with ample resources, stop reading here and just hire a lawyer to do the work!
Note: I’ll cover this complex topic in two blog posts, this one and another follow-up post next week. This post describes how to create the following components of a compliance & dispute resolution policy:
- Begin with agreement. Get initial buy-in from your membership
- Create a compliance framework document
- Plan to create a compliance committee (or not!)
- Draft the rules of procedure
1. Begin with Agreement.
Once the membership realizes it is only going in circles without a codified C&DR policy, it’s time to get a quorum to vote for a proposal that creates one. Such a proposal might include the establishment of a working group of member-volunteers and some basic terms of reference (TOR) to initially guide the group.
The basic objectives in the proposal should be straightforward and as simple as possible:
- To provide the association and its members with an effective means to process disputes and violations of the bylaws and other established policies in a timely manner;
- To evaluate them fairly, objectively and consistently; and
- To impose enforceable sanctions that appropriately punish violators and serve as a deterrent against future infractions.
The goal at this early juncture is to get a majority of the membership onboard with the idea that a C&DR policy is needed, and that they support its development.
2. Create a Compliance Framework Document.
Depending on the extent of an association’s bylaws and policies, this can be a relatively simple task or a time-consuming undertaking. But it is important background work that needs to be done. We used an Excel spreadsheet to itemize all those bylaws or previously approved directives that were considered “enforceable.”
By enforceable I mean those that are measurable or definable in some way versus those that are not. Sometimes, different members might interpret bylaws or policies differently – some may be of a general, recommendatory or philosophical nature and, while important, may not be specific enough to charge a member with violating. Others, while clearly measurable or definable, might be relatively minor unless intent to commit such violations can be determined, or if there is a pattern or frequency to such violations. It’s important to get consensus on these distinctions by the working group.
The framework document provides valuable insight for the group as it moves the policy’s development forward. Ultimately, it also can be used by a compliance committee – we’ll come to that in the next point – and ultimately by the membership to assist in determining the extent and severity of a violation once it has approved the new C&DR policy.
“Sometimes, different members might interpret bylaws or policies differently – some may be of a general, recommendatory or philosophical nature and, while important, may not be specific enough to charge a member with violating. ”
Finally, the framework document’s role doesn’t end once the policy is in place. It is a dynamic document that incorporates new association rules or directives as they are voted up by the membership. Staff or volunteers should commit to keeping it up-to-date on an annual basis.
3. Plan to Create a Compliance Committee.
Dispute resolution and policy compliance are serious matters, and shepherding the process should be the task of a full-ranking committee of volunteer-members dedicated to the task.
Why not simply have the association’s executive committee or board of directors serve as the de facto compliance committee? This is certainly possible, but in our case, we believed that a member alleged to have violated association policy should have the outstanding issue vetted early on by a group of peers – i.e. a newly created compliance committee – before being further reviewed by the executive committee and full membership. Plus, the executive committee usually has its hands full with a host of other matters.
In the structure that we devised, the newly created compliance committee is intended to act as a sort of district attorney’s office (but with no legal power, of course). When an allegation is raised, the association staff would do much of the legwork – research into the issue, phone calls, interviews, ascertaining the facts and so forth – and draft a preliminary brief for the compliance committee’s review. The brief would describe the complaint and specify the association policies alleged to have been violated.
I’m getting ahead of myself a bit by jumping into the rules of procedure (covered in the next point). But the important thing to remember here is that the volunteers on the compliance committee usually have full-time jobs or businesses to run, so the association staff should plan on doing a lot of the spadework to make the committee’s task as easy as possible.
“We believed that a member alleged to have violated association policy should have the outstanding issue vetted early on by a group of peers – i.e. a newly created compliance committee – before being further reviewed by the executive committee and full membership.”
At this point of the developmental process, however, the compliance committee is only a theoretical construct. It won’t be a reality until all of the pieces of your C&DR policy are in place and ready to be voted on by your membership. What the working group also should be doing at this point is developing TOR that detail the compliance committee’s structure and role.
4. Draft the Rules of Procedure.
The rules of procedure are the heart and soul of any C&DR policy. It is a document that outlines how it all works, detailing the standard operating procedure for each stage of the proceedings, from start to finish, once an allegation is made. It also provides the member alleged to have violated association policy with opportunities to appeal for dismissal along the way.
The rules of procedure should be as simple and straightforward as possible, but in my experience, the document will inevitably evolve and grow as it is vetted by the executive committee and, toward the end, an attorney. It should avoid legalese, if possible, although this does have a tendency to creep into the document.
Where to start in drafting your own rules of procedure? If you are a member of the Center for Association Leadership (ASAE), you might peruse the Models & Samples page of the organization’s website, under Resources. However, unless I missed something, I didn’t have any luck there. Nevertheless, through some searching of key words and browsing online, I was able to find a few publicly available documents from other associations that helped us get started.
It’s beyond the scope of this blog posting to detail each step of the rules of procedure, as every association is different and will have different needs and objectives. In the case of the association that I worked for, the rules of procedure included a preliminary review, a full review, an executive committee review, the notification of members, the decision by members and a description of sanctions.
But there are a few key goals that should be kept in mind as this document is drafted:
- Ensure that the rules follow a deliberative step-by-step process, and are fair and objective for all parties involved;
- Establish the rules as a reliable and workable operating procedure that can function in an efficient and timely manner;
- Agree that the work of pursing a complaint is feasible and balanced appropriately among the association’s staff, the newly created compliance committee, the executive committee and the membership, with proper authority falling where it should;
- Make sure the rules of procedure have some flexibility, and can accommodate a wide range of theoretical violations, disputes and complaints;
- Review and agree on the proposed general sanction categories and their contents (in the case of IAATO, we created a new, relatively mild sanction – private reprimand – in addition to the already-existing sanctions of probation and expulsion);
- Determine if your new rules of procedure conflict in any way with your current association bylaws;
- Be prepared to support any change in the bylaws, if necessary and appropriate, to accommodate the new rules of procedure. Any such revisions should be ready to go so that they also can be voted on by the membership along with the rest of the C&DR policy documents.
In next week’s post, I’ll cover some additional basic guidelines that can assist in the creation of a C&DR policy: time limits for each step of the process; opportunities for the member alleged to have violated association policy to communicate with the parties involved, to appeal and to vote; impartial oversight of the proceedings where the membership votes on the allegations; getting buy-in from the executive committee while the C&DR policy is being formulated; legal review and limitations of sanctions; and not least important, presenting the entire proposal to the membership in a manner that can be understood and voted upon.
See you next week!
