[Note: Bylaws are needed for almost any group that meets regularly and sets up activities that are more than a simple supper club; however, incorporation is NOT needed. And with bylaws, the simpler they are the better. Leave the details for 'standing or operating procedures' or other written policies that can easily be adjusted and adapted at need. The various parts of bylaws are required only if a group is planning to incorporate some time in the future; nevertheless, doing all of the sections is pretty painless, and might help avoid problems in the future.

Usually, a group will ask a few people to take on the job of drafting the bylaws, and bringing them back to the group. Please do not be in a hurry to adopt them! If further refinements seem to be in order, then sending the draft bylaws back to committee to work on again is a good thing. By the time everyone is behind the bylaws, it is time to ratify them. Having them pass with a simple majority (as specified by Robert's Rules of Order [RRONR]) is not necessarily the best way for a group to get off on the right foot. This model calls for using the Consensus Building Approach for parliamentary procedures.

CBA Introduction: With the advent of modern Consensus Building Approach (Susskind & Cruikshak, Breaking Robert's Rules: The New Way to Run Your Meeting, Build Consensus, and Get Results) there is a way to organize a society without resorting to RRONR and its WIN-LOSE approach. Instead of a few people getting their way by perhaps bullying and manipulating others, everyone becomes a stakeholder in the final solution. These bylaws meet the expectations of incorporation without specifying a lock-step process that may leave better solutions unexplored, with a simple majority leaving in triumph and the minority leaving to plot administrative and procedural changes to tie up the discussion at the next meeting. Instead, with forethought and planning, a well-focused facilitator pulls the group into creative problem-solving to handle the issue. Once the discussion draws to a close, the facilitator restates the groups consensus to test for understanding and agreement to at least go along with it.

These bylaws assert a minimal structure for a society, and assumes standing orders, operating procedures, or other policies to supplement the bylaws. Changing the way we do things is as easy as getting consensus of the group when it seems the right thing to do. Each section is to be discussed and adapted as the group desires. Once all sections have met approval, then the bylaws are to be accepted in their entirety. Then each member will have ready access to the bylaws and operating procedures before and after adoption. The bylaws serve as a contract between members and the organization, that cannot be changed without due process of notice, discussion, and consensus, which differ from the operating procedures that can be changed at any regular meeting as needed.]

Bylaws of a Santa Society

[or: Bylaws of the ________ Society of ____________.]

Article I: Name: The name of this Society shall be _______________.

Article II: Object: The object of this society shall be to [spread the love, joy, and gift-giving of the spirit of Christmas year-round by periodic social events, mutual sharing of expertise, training seminars and round-tables, as well as by media events, where the majority of members may travel to meet regularly or periodically.] {_____________; to ________________; and to _______________.}

Article III. Members: The membership of this society shall consist of individuals who portray Santa Claus, Mrs. Claus, Elf, Reindeer, Santa's Helper and other supporting members , with all voices being equal in discussion and agreements. Any dues and fees will be agreed upon in separate policies and operating procedures. Resignations are allowed with notice to the society, and with all dues and fees brought current. The specifics of dues, fees, or assessments are handled in operating procedures.

Article IV. Officers: There shall be at least two permanent positions of meeting facilitator and recording secretary, with as many other officer positions as decided by the group and defined in the operating procedures. The titles of the permanent positions may be changed in the Operating Procedures and positions added as needed. Holding office is at the will of the society members, and can be changed by consensus or overwhelming majority (75-80%) at any time, and recorded. Elections for all positions will be considered at least annually.

Article V. Meetings: The society shall meet at regular intervals, based on consensus and the Operating Procedures, with at least one meeting required per year representing all of the assembly of the society at the first social function and meeting of the calendar year. Since meeting in person is desirable on many levels, meetings should be held in person; however, if distance, time-critical or urgent response is needed, the Society and all committees are authorized to meet by electronic communication media so long as all members may participate. Members should attend regularly as they are able; quorum for meetings is a majority of the members. Some decisions may benefit by electronic communication following the regular meeting which allows all or most members to participate, so the decision represents consensus building action.

Article VI. Executive Board: All officers are considered part of the executive committee, or as specified in the Operating Procedures, which may act between regularly scheduled meetings by consensus agreements to be reported, explained and accepted or modified by the next regularly scheduled meeting, as needed.

Article VII. Committees: As the society's needs change, committees will be formed based on need, as either ad hoc or standing committees, and described in the Operating Procedures. Some examples may include: finance committee, program committee, membership committee, nominating committee, and can be adjusted by consensus of regular meetings or by special electronic meetings as needed.

Article VIII. Parliamentary Authority: The procedures described and explained in Susskind and Cruikshank, Breaking Robert's Rules: The New Way to Run Your Meeting, Build Consensus, and Get Results that empowers the assembly to reach consensus of 1) a general agreement, 2) the judgment arrived at by most os those concerned, or 3) group solidarity in sentiment and belief, by collectively working toward a shared solution as expressed by "overwhelming agreement. [page 19]. In case the solution is not supported uniformly, then a minority position is acknowledged, and if necessary to vote, a 75% to 80% majority is needed to carry. Specific strategies and procedures are found in the operating procedures. All consensus agreements are to be summarized before leaving the subject, and the notes of those agreements are to be distributed to all members in a timely basis after each meeting.

Article IX. Amendment of Bylaws: These bylaws may be amended at any regularly scheduled meeting of the Society through consensus building action, or by an overwhelming agreement in the range of 75% to 80% if a vote is necessary. The process is the same for amending operating procedures, but bylaws require advance notice showing suggested verbiage changes.

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Operating Procedures [or Standing Orders; or Operations Policies;]

Members: Members should be able to attend meetings fairly regularly, or if precluded by distance, to join electronically to participate with the group discussion and decisions. All members have equal voice in discussion and decisions. All members have equal opportunity to serve as officers and to serve on committees.

Officers: Meeting facilitator (perhaps called Chair or President) and Secretary are the main regular officers; however, all committee Chair positions may be designated as part of the Executive Committee as recorded by consensus. Chairs of standing committes are considered part of the Executive Committee which handles decisions if needed between regular meetings. Chairs of Ad Hoc committees are not normally voting members of the Executive Committee unless specifically decided by consensus of the group.

Committees: Ad hoc committees serving for a specific function and duration are preferred; however, standing committees may be proposed and adopted at any membership meeting. Having Chair positions of many committees seems to be a desirable outcome, such as Membership, Program, and Finance.

Regular Scheduled Meetings: Should start with a social component, followed by a business meeting based on CBA, and perhaps finally a Santa Share to round out the event. Adjustments are made as needed through group consensus. At least one annual meeting is required, usually as part of the first social event of the new year.

Electronic Communication Meetings: As part of the benefit of membership, a website, forum, chat, and other electronic media are supported by membership dues and fees. If electronic communication is needed for a meeting, choices will be analyzed and proposed by those calling the meeting, at which all members of that particular group are able to participate.

Dues, Fees, Assessments: With a pay-as-you go philosophy, annual dues shall be set and adjusted as needed; however, the assumption is that they will be low. The annual dues per person shall be set at $_____. If one-time fees or assessments are needed, advance notice is to be given to members and an appropriate meeting venue established facilitating discussion, suggestions, and consensus decisions. Another option may be for voluntary extra contributions to the Society to cover shortfalls or extras. No checking account is required; regular accounting of the funds and balance should be part of every meeting.