communication department

Volume XX Number 1

STC Bylaws, Version 2.0

By Robert J. Dianetti, Chair, STC Bylaws Committee, and Director, Region 4

As many STC members know, a fresh breeze is blowing through the STC world. This is evident in a number of recent Society developments, including a new Executive Director, a forward-looking Board of Directors, a redesigned annual conference, new professional association partnerships, new and reinvigorated communities, new initiatives, and new investments in our future as technical communicators and as a Society.

In looking at the potential impact these developments might have on Society governance, the STC Bylaws Committee, our Executive Director, and our association counsel found that the current STC Bylaws are woefully inadequate. It would be bad enough if our bylaws were inadequate to support the future STC, but they do not even support STC’s requirements today! This article will describe some basic legal issues with bylaws documents in general, and then highlight some of the issues that need to be dealt with right away.

Hierarchy of Requirements

All incorporated organizations must adhere to a hierarchy of requirements. STC is incorporated in New York State as a 501(c)(3) not-for-profit corporation. In order of importance, STC must comply with each of the following:

1. New York State law
2. STC’s Articles of Incorporation
3. STC Bylaws
4. Society Policies and Procedures
5. Office Policies and Procedures

The bylaws exist within a framework of documents and legal requirements. To take the bylaws out of the context of the other four requirements is to invite problems.

Problems with the Current STC Bylaws

Our association counsel noted that the current STC Bylaws are written almost entirely using outdated 1950s’ language. Researching STC’s old records revealed that our current bylaws are almost identical to the 1957 bylaws of the Society for Technical Writers and Publishers (one of STC’s parent organizations). Approximately 80 percent of the document is virtually identical to the old STWP document—surely, association best practice has changed over the past fifty years!

In addition, we found several instances of inconsistencies throughout the document, missing sections, and other areas that were unclear, imprecise, and confusing. There were even areas where the bylaws clearly do not reflect the intent or customary practice of the Society. Because of these issues, STC has been incurring high attorney’s fees to interpret the document when questions arise.

The most distressing observation, however, is that a number of articles in the current bylaws are not in compliance with New York State law. Obviously, this led to our conclusion that we need do something about the bylaws sooner rather than later.

Challenges to Be Addressed

We have five goals for the new STC Bylaws:

• Compliance with New York law
• Clarity and flexibility
• Spareness in procedures
• Consistency
• Maintainability

It is clear that the bylaws must be rewritten from scratch. We explored revising the document, but the high cost of attorney review makes this option impractical. Our bylaws document contains both policy information and procedural information. This might have been acceptable in 1957, but current association best practice dictates that, as much as practicable, the document contain only policy information. The procedural information should be contained in a separate Society document, which is more adaptable and more descriptive of our standard operating procedures than the bylaws ever could be.

The new bylaws must be designed around legal statues and must be legal in New York State. Our association attorney is working to provide us with appropriate verbiage and content. The bylaws must be able to support new initiatives and technologies as they evolve—again, with an eye toward legal compliance. Finally, the Society membership must approve the new bylaws document.

Where Do We Go from Here?

Although we have done considerable work, we still have quite a distance to go and an ambitious time frame in which to do it. The Bylaws Committee, Executive Director, and association attorney are working to have a preliminary document before the Board of Directors in February 2007. Members will vote to approve the new proposed bylaws later this year.

Articles in the February and March issues of Intercom and Tieline will highlight the proposed changes.

As always, I invite your comments and questions. You can contact me at rdianetti@radcomservices.com.