Lawyer vs. Parliamentarian: Who should write Bylaws?

Recently I was asked on who should prepare bylaws: a lawyer or a parliamentarian? Lawyers know the statutes; Parliamentarians know governance and meeting procedures. I feel both legal counsel and a parliamentary expert should be involved in the drafting/editing/preparation of your governance documents

I have worked with lawyers many times on a new or revised set of Bylaws and have had great success.When the lawyer identifies the legal aspects that the organization must follow and the parliamentarian suggests the “best practices” procedures to follow, you can produce a governing document that fits the organization and just works. There is some confusion that Roberts Rules of Order ( or any other Parliamentary Authority) ties the hands of the association, but actually, it allows the organization to prepare any or all of the rules necessary to properly run the organization. The parliamentary authority is there as a “backstop” for situations that are infrequent enough not to have specific rules in place or are so unanticipated, that the authority can be used for that one situation. Roberts, or any other Parliamentary Authority, should be broad enough to cover these situations, and not get in the way the majority of the time.

Bylaws should be brief – the “what we must do” – without being encumbered with a lot of rules, so that it is easy to understand by the members.But they must conform to state and local statutes, since they are the major governing document of the organization, right behind the articles of Incorporation (which should be prepared/amended by legal counsel). Done correctly, Bylaws should need only minimal changes; they should be changed only when the needs of the organization change.

Rules to implement the bylaws – “the how we do it” – should be (best practice) in separate rules of order or policies and procedures so that they can be changed as frequently as needed or to encompass new activities.They still need to follow the statutes, but they should be prared by staff/board/legal counsel and a professional parliamentarian to maximize their effect on meetings and organizational governance.