Mergers, articles of incorporation, constitution, bylaws! Do I as an early intervention/early childhood special education professional and/or family member need to worry about this? The answer is yes, as a DEC member, such actions and business matters to you!
Basically, you are DEC's owners. And like any owners, you make decisions for the good of the organization. Therefore, it is up to the owners to make sure DEC works to be the most efficient and effective organization it can be. The board works on your behalf, yet you have the final say. There are two proposals currently seeking membership vote -- revising the bylaws and moving DEC's incorporation status to Montana -- which are your opportunity to voice your opinion.
Laws, Articles of Incorporation, Bylaws, and Policies
The board has recently learned the relationship among these important documents to the functioning of the organization. Here's what we learned:
1. The laws are the laws, defined by the State in which DEC is incorporated, as well as the State in which DEC "works".
2. The Articles of Incorporation legally form DEC as a private nonprofit within a specific state. Currently, DEC is incorporated in Pennsylvania (where it was originally incorporated), while our Executive Office sits in Montana. This has created some difficulty as we need to make sure we follow both Montana and Pennsylvania laws. Therefore, the board is asking DEC members to vote on moving DEC's incorporation to Montana.
3. Bylaws outline how DEC as a unique entity organizes to fulfill those laws. Bylaws further detail members' rights, who board members are and how they are elected, and how the organization will protect DEC as a whole, the board, and its members. DEC currently has a constitution and bylaws. We learned from our lawyer that private nonprofits like DEC do not usually have constitutions, only bylaws. This came up because we saw similar content in both the bylaws and the constitution and weren't sure what went into which document. Our lawyer suggested we merge the constitution and bylaws into one cohesive bylaws document. Other items from the constitution are in the articles of incorporation. We also updated the bylaws to reflect legal requirements, as well as how DEC currently operates. These bylaws should be infrequently revised and therefore should only include what needs to be there. Anything that might be revised more frequently should be left for policies.
4. And finally, policies outline the everyday functioning of the organization. DEC's "new" (it's been 5 months since we've adopted Policy Governance!) model of working -- Policy Governance -- delineates the roles and responsibilities of the Executive Office and the Executive Board, based on the policies created by the Executive Board. One part of the policies, the Ends, are created by the board systematically collecting feedback from you, the owners, on the vision you would like to see DEC work towards for young children, families, and professionals. All Executive Board policies are changed as frequently as needed to help DEC be the effective and evolving organization it should be.
We encourage you to go to DEC's webpage where you can access resources to understand the two votes -- the proposed bylaws revision and moving DEC's incorporation to Montana. There are also two webinar opportunities (Monday, September 24 at 4:30pm ET/ 3:30pm CT/ 2:30pm MT/ 1:30pm PT and Thursday, October 4 at 11am ET/ 10am CT/ 9am MT/ 8am PT) to meet virtually with other DEC members to share your thoughts and questions. It will be an active discussion with only minimal "presentation."
So before we vote in November in our national election, cast your DEC member/owner vote regarding our revised bylaws and changes to incorporation from now until October 5. DEC needs its owners/you to weigh in!
