The Bylaws and Standing Rules of the International Costumers Guild (our Governing Documents) dictate how the ICG operates as a corporation and define the relationship between the corporate executive component (ICG Board and Officers) and its chapters and members.
We have been tweaking and tuning our Governing Documents since the ICG’s inception in 1989, and as the Guild approaches its 35th anniversary, their patchwork nature is starting to fray and make it harder for us to keep things going. WIth that in mind, I have launched a Governing Documents Review Committee charged with the goal of revising, restating and reorganizing those documents to present for ratification by the Guild, I hope by our Annual Meeting in March 2024.
The intention is not to restructure the Guild, but to clarify our operations in a way consonant with contemporary non-profit business practices. This article will, I hope, explain what I mean by that, encourage you to support the process, and ratify the result when the committee returns their proposal.
So, what’s wrong with our existing documents? If you’ve read them, you’ll notice that the bylaws document’s organization bounces back and forth between corporate (board), chapter, and member level directives, and the standing rules are organized mostly chronologically (when each rule was established). This makes them confusing, difficult to check for contradictions, and harder to extract definitive answers to some of our process questions. In short, I would sum this up by saying our current documents are structurally defective.
More standard practice in governing documents is to make them hierarchical. Generally speaking, items in earlier sections apply to all sections which follow them. The most global information (e.g. corporate identity and location, terms and definitions) appears first, and then more specific comes later. This makes for a much clearer and readable document, and, in particular, avoids the need of defining terms multiple times with the subsequent risk of contradiction in those definitions. In general, you can imagine this pyramid, for the ICG, as going from Corporation -> Board -> Officers -> Chapters -> Members.
Right now, our bylaws leap almost immediately to Members and Chapters, and then return to the corporate structure. This is an artifact of our focus during the founding of the ICG on leaving intact the relative independence of our member chapters. That independence would not change by reorganization of the documents. It can and should remain our governing principle, but we do have corporate-level assets and obligations which should be clearly laid out in the documents, and reorganizing them can dramatically clarify them.
Similarly, the mostly historical (chronological) statement of our Standing Rules leads to a lot of back-and-forth searching through the documents. We’ve made some significant improvements over the last few years, but I have suggested to the committee that we renumber and re-sort them to match the sections and numbering in the bylaws themselves. (If you are not used to dealing with corporate governing documents, the bylaws lay out the fundamental, more constant, structure and principles, and the Standing Rules are more easily-changed and flexible instructions on how to execute processes in that structure).
The Silicon Web Costumers’ Guild, which had bylaws based on the ICG bylaws, recently rewrote and adopted new documents in this new hierarchical structure, including a set of Standing Rules. I encourage you to visit their website and take a look (https://siwcostumers.org/organization.html). I think you will see how this format can make things far less incomprehensible.
My thanks again to the members of the Committee taking on this task; I hope we have something to present for ratification at the Annual Meeting at Costume-Con 42.
Kevin Roche
ICG President
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