ALA Constitution & Bylaws Advice: Is your leadership board ready for business?

Posted On: Wednesday, 03 November 2021

The excitement of having in-person department and national conventions is subsiding. As a newly elected officer, it is time to get down to unit, district, and department business. Have you spent a little time getting to know each other? Is your leadership ready for business? 

Blog Image

Tennessee members read the “biggest ever” national Constitution & Bylaws booklet at Nashville National Cemetery.

Read your unit/department constitution, bylaws, and standing rules. The members of your executive committee or board — typically your officers, but check your bylaws — have legal responsibilities: the duty of care, duty of obedience, and duty of loyalty. You now must transition from thinking “This is how I feel I should act” about a situation to “What action is legally expected from my position?” Well-written governing documents should provide leadership with the guidance they need. So, the very first thing you should do is find and read your unit or department constitution, bylaws, and standing rules. Bring a copy with you to every board meeting. Yes, every board meeting. That document should be dog eared and coffee stained by the end of the year!

Come prepared. Come to meetings prepared to conduct business. Review documents distributed in advance, and be ready to ask questions about items you don’t understand. For example, if your unit/department has a pattern of adopting a deficit budget, you may want to take a closer look at your spending habits. Throw out your rubber stamp, and sharpen your pencil. It’s your responsibility to care for the financial well-being of your organization to continue its mission of serving veterans, military, and their families.  

Executive session. While transparency in governance is highly encouraged, there are occasions when confidential matters such as discipline or trial must be addressed by executive session. Robert’s Rules define executive session as “any meeting of a deliberative assembly, or a portion of a meeting, at which the proceedings are secret.” A motion for executive session can be adopted by a majority vote. Who can stay? Regardless of membership in the organization, only members of the deliberative body — those who are entitled to vote — remain for executive session. For example, if your department executive committee (its board) normally invites department chairmen to meetings but without a vote, the chairmen would be asked to step out during an executive session. The board may invite guests such as a parliamentarian to remain if it chooses, or it can invite a guest such as an auditor to step in for a portion of the session. 

Confidentiality of these proceedings is paramount unless the board votes to lift the secrecy or extend limited knowledge to necessary participants in the process. Knowing the inevitable curiosity of members, prepare your board in advance for how to handle inquiries. Have a statement prepared and rehearsed, such as “I’m bound by confidentiality to not disclose the contents of the executive session.” 

Who keeps the minutes of the session? If your unit/department secretary is not a member of your board, someone will have to be designated to record the minutes and distribute them confidentially to only those who were present. Store the minutes in a locked cabinet, with an attorney, or maybe a safety deposit box at a bank. Use caution when keeping a digital copy.

Now is the time to take a good look at your governing documents. They should be specific to your unit or department; do not cut and paste from the national Constitution & Bylaws! Investing in a review of your documents by a professional registered parliamentarian is surprisingly affordable and well worth it. Find a parliamentarian close to you at
NEWLY UPDATED: Visit the MyAuxiliary section of the national website to download a newly revised copy of the ALA National Constitution, Bylaws, and Standing Rules.

ALA Mission

In the spirit of Service, Not Self, the mission of the American Legion Auxiliary is to support The American Legion and to honor the sacrifice of those who serve by enhancing the lives of our veterans, military, and their families, both at home and abroad. For God and Country, we advocate for veterans, educate our citizens, mentor youth, and promote patriotism, good citizenship, peace and security.