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Constitution & Bylaws Checkup

Constitution & Bylaws Checkup
By Brian J. Wagner
NAPS Immediate Past President

The NAPS Constitution & Bylaws (C&BLs) is our association’s primary governing document. Traditionally, changes to the constitution occur every two years during the national convention after C&BLs resolutions are submitted for floor discussion and vote.

After NAPS’ constitution, the primary document governing local and state NAPS branches is their respective C&BLs. How often is your local or state branch C&BLs given a checkup for potential changes? Is a checkup overdue? If yes, do you know where to start? Here’s the scoop:

First, the NAPS president appoints a NAPS Executive Board Constitution & Bylaws committee to review the Constitution to determine if any changes are necessary. If yes, the committee submits an Executive Board resolution to the national convention for final vote by the delegation.

The president of a local or state branch also should appoint a Constitution & Bylaws Committee to review the branch’s document and provide any potential changes. Local and state NAPS branch committees may submit proposed C&BLs changes to their respective members or state convention delegates for a final vote. April starts the NAPS state convention season; now would be a good time for state presidents to have a C&BLs Committee do a respective constitution checkup.

Second, a local or state NAPS branch C&BLs Committee should compare its respective constitution against the NAPS Constitution. Why? Per Article XIV, Branches, Section 2, of the NAPS Constitution, a local and state branch may not enact a constitution and bylaws in conflict with the association’s Constitution & Bylaws.

If any such conflict(s) exist, the respective branch must modify its C&BLs accordingly. Of course, any formal changes to a branch’s Constitution & Bylaws should be done in accordance with “Robert’s Rules of Order” and voted on by the membership.

Third, local and state branches usually follow the NAPS Constitution and use Article 1 to state the branch’s name. Article 1 of NAPS’ constitution also states the date NAPS was organized: Sept. 7, 1908.

It is important that a branch’s C&BLs list the date the branch was officially chartered or organized. Why? If a branch is conducting business with a financial institution (for example, opening a bank or credit union account or investing extra funds with an investment company), such institutions may or will require a copy of the branch’s organizing document (C&BLs) that stipulates the date the branch was chartered/organized.

In addition, if a local or state branch is filing for nonprofit/tax-exempt status, the IRS requires an organizing document to specifically state the name of the organization and the date it was chartered/organized. See my column in the February 2023 issue of The Postal Supervisor related to filing for nonprofit/tax-exempt status.

If your branch’s constitution and bylaws is missing a respective charter or organization date, it’s easy to add. Again, follow “Robert’s Rules of Order” and ensure any respective C&BLs change is approved by a vote of the membership.

Following is a written example of how to include a branch’s organization date in the same C&BLs article that references the branch’s name:

“Article 1, Name: The Association shall be known as the National Association of Postal Supervisors (NAPS) Big City Branch 999, organized on June 1, 1986.”

Fourth, according to Section 501 of the IRS Code, if an organization is dissolved, it is against the law to divvy up the treasury or branch funds among the remaining members. Whether a NAPS branch is nonprofit/tax-exempt or not, the branch’s C&BLs should have an article to address handling the branch treasury at dissolution.

If this dissolution article is missing from a branch’s C&BLs, it should be added immediately. If unsure how to handle this treasury issue, NAPS has you covered.

As past NAPS secretary/treasurer, I worked with our NAPS accountant to develop language to be incorporated in local and state constitutions and bylaws to conform to IRS rules related to the dissolution of a branch and its treasury. Following is an example of a C&BLs article branches may use to meet this IRS requirement.

“Article #, Dissolution of Branch: Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Internal Revenue Service Code section 501. The assets will be audited and the members from the organization will be transferred to a local or state branch of the National Association of Postal Supervisors within the same geographic area. In addition, the assets will be transferred to the branch receiving the membership of the dissolved organization.

“Upon dissolution, no part of the net earnings of the branch shall inure to the benefit of or be distributable to its members, trustees, officers or other private persons, except that the branch shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose in Article #.” (Insert the branch constitution article number that references the object/purpose of the branch, which usually is Article II.)

Fifth, some branch C&BLs may provide a stipend or gratuity to elected officers for serving as an officer. If the branch’s constitution isn’t clear on the reason for the stipend/gratuity, the branch officer may find themselves with a personal income-tax liability.

Therefore, if a branch provides reimbursement to an elected officer for using their personal resources (for example, cell phone, internet, a room at home, personal computer, printer ink and paper, etc.) in a stipend or gratuity to perform association work, it should be listed in the branch’s constitution and bylaws as a “reimbursement of incidental association business expenses”—not as officer compensation. A branch would need to review this section of their respective C&BLs or possibly add a new article to change the reference of branch officer compensation to one of reimbursement for incidental branch expenses.

Finally, because the NAPS’ and branch constitutions and bylaws are critical governing documents of our association, it’s important that members take a vested interest in doing at least an annual checkup of NAPS’ Constitution and Bylaws, as well as their respective branch C&BLs. By doing this regular checkup, we ensure our association at the local, state and national levels remains active, strong, transparent and relevant to all members—now and well into the future.

It’s time to check up on my ice-cream-flavor-of-the-month recommendation: chocolate silk pie.