ByLaws: Keep them simple

Monmouth GOP Chairman John O. Bennett III is to be applauded for his endeavors to keep his campaign promises. In particular, his efforts to codify bylaws, a nagging issue that has stymied several previous chairmen, are worthy of praise.

As we wrote yesterday, we think there are some issues in the bylaws draft.

A windbag is someone who talks too much yet contributes little of value. Someone who complains yet offers no solutions. At MMM we’re not windbags.

We have no intention of telling Bennett how to run the party or select candidates. He should do what he thinks is best in how he structures the party and selects candidates. If he does well, we’ll praise him. If he screws up, we’ll be all over him with glee. Not because we want him to fail, but because the web traffic will go through the roof. This is a business after all.

It is in the spirit of not being a windbag and in driving traffic to this site, that we offer a solution to the bylaws problem that will let Chairman Bennett run the party and select candidates how he sees fit. More importantly, our solution will not hamstring future chairs with unintended consequences of the bylaws as proposed.

Keep them simple.

Legal and political scholars Gerald and Kathleen Hill define bylaws as follows:

bylaws n. the written rules for conduct of a corporation, association, partnership or any organization. They should not be confused with the Articles of Corporation which only state the basic outline of the company, including stock structure. Bylaws generally provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct. Bylaws are, in effect a contract among members, and must be formally adopted and/or amended

The day to day, year to year, policies and procedures of an organization need not, indeed should not, be codified in bylaws that are intended to endure overtime. Bylaws are not flexible “guidelines” or a “framework” for how an organization operates. Bylaws are a governing document that define the authority and responsibilities of the members and officers of an organization.

Bylaws that say too much put an organziation at risk of suffering from unintended consequences and hamstringing present and future members and officers of the organization.

The Monmouth GOP bylaws do not need to define how candidates are selected to receive the party line. They don’t need to define who advises the chairman.

The Hills’ definition of bylaws mentions board of directors. In a typical organizational structure, the buck stops with the board of directors. The board collectively is the boss. The CEO reports to the board. That is not the case in the “Board of Directors” in Bennett’s proposed bylaws. Nor should it be. New Jersey law, Title 19, makes the chairman the boss. Bennett’s “Board of Directors” is really a “Board of Advisors.” Who the boss chooses to be advised by need not and should not be a matter of the governing law of the organization.

Chairman Bennett should be empowered to use his best judgement to determine how candidates should be selected. By New Jersey law, he is so empowered. The organizational bylaws need not and should not hamstring this chairman or future chairs. If a chair abuses his or her authority or gets it wrong, the county committee will vote for a new chair next time around. We’ve seen that happen in Monmouth County.

MMM’s research and investigative staff has uncovered a draft of bylaws that a previous chairman was working on that, to our knowledge, were never adopted. We don’t think they’re perfect. In fact we’ve edited them to delete the part that defines how candidates are selected because we don’t think that procedure belongs in a governing document. That would be like Coke putting its formula for its original soft drink in its governing documents or Apple having to amend its bylaws to introduce a new phone.

We shared that draft here, because, to borrow a line from triCityNews publisher Dan Jacobson, we’re here to help. And we’re not windbags.