Good Counsel: What’s on Your Books?
Establish a system of periodic review to avoid unpleasant surprises.
Everyone is familiar with the credit card commercial that asks, “What’s in your wallet?” But how many association executives and their legal counsel are aware of what’s in those old policy pronouncements still on the organization’s books?
Most groups regularly review their board policy and operating procedures. The constitution and bylaws are revised frequently enough that CEOs and attorneys are generally familiar with their provisions.
But what’s lurking beneath the surface, hidden away in those musty old books in the storeroom? What if there’s an intemperate or offensive statement from the past just waiting to resurface and cause trouble at an inopportune time?
To prevent such an occurrence, the American Optometric Association (AOA) in 1975 had the foresight to conduct a review of all past policy pronouncements and to establish a process to periodically review them for currency. The first step was to find all policy statements that the association had ever adopted, going back to its founding in 1898—and not just formal resolutions, but any substantive motion.
AOA discovered 1,872 such actions. It then created three categories of actions that could easily be discarded: those that had been executed; those that were clearly obsolete; and, because many actions were of the “thank you” type, those that could be removed from the list of active policy pronouncements and placed in the historical archives. In this first step, 1,522 actions were taken off the books, leaving only 350 to carefully consider in the next review.
This was good progress, but there also needed to be a mechanism for the ongoing, periodic review of statements that had been continued, modified, or adopted since the last review. In determining how often these reviews should be made, AOA followed the “Goldilocks Rule”: Every two or three years was too soon; every 10 years was too long; but every five years was just right.
AOA amended its bylaws to require a review of all policy motions every five years. In 2015, the eighth such review, each of the current 155 policy pronouncements will be referred to the committee dealing with the subject matter for its recommendations to the Judicial Council, which will review them for presentation to the AOA House of Delegates for action.
AOA offers just one example of an approach to an important but often overlooked aspect of association governance. Associations should consider adopting a system of periodic review of policy pronouncements to avoid any unpleasant surprises from their past.