
700 years of Bylaws
From the American Heritage Dictionary: A casual glance at the word bylaw might make one think that the element
by- means “secondary, subsidiary,” especially since bylaw can mean “a secondary law.” It is possible that by-,
as in byway, has influenced bylaw in the sense “secondary law”; however, bylaw existed long before the sense
in question. The word is first recorded in 1283 with the meaning “a body of customs or regulations, as of a
village, manor, religious organization, or sect.” By- in this word comes from Old Norse, as may the word bylaw,
and is related to if not identical with the element -by in the names of many places, such as Whitby, where
Scandinavians settled when they invaded England during the early Middle Ages. We get the sense of this -by if
we compare the related word, entered as byr in the standard dictionary of Old Icelandic, meaning “a town or
village” in Norway, Sweden, and Denmark and “a farm or landed estate” in Iceland.
Proposed New WPA Bylaws to be Presented
Why WPA?
Of course, all of us will have our own answer to this question, but Alexis de Tocqueville had an interesting
thought. He wrote in Democracy in America (1840): “Citizens who are bound to take part in public affairs must
turn from the private interests and occasionally take a look at something other than themselves. As soon as
common affairs are treated in common, each man notices that he is not as independent of his fellows as he
used to supposed and that to get their help he must often offer his aid to them.”
Why Bylaws?
The bylaws of an organization are its skeleton, the administrative difference between a race horse and a
jellyfish.
Why New?
The 1996 Bylaws served us well for more than decade. During that time new requirements under both federal
and New Hampshire law came to our attention. For example, the Association needs to have a policy to protect
against conflicts of interest in decisions made by the Directors. Best practices require us to have a liability
statement protecting the Directors, more complete descriptions of the powers and responsibilities of Officers,
and an annual audit of our financial records. (Note that this audit does not have to be a high cost professional
job – the new Bylaws are written to allow members to perform the audit.)
A bit of clean-up was needed in a few areas. For example, our 1973 Articles of Agreement and our 1996 Bylaws
differ on the purposes of the Association. The two were never in direct conflict, but the Bylaws stress
environmental conservation, whereas the Articles of Agreement lean towards a community and civic mission.
This probably reflects an increase in environmental awareness during the period from 1973 until 1996. The
proposed new Bylaws reconcile the two by covering all the purposes from both prior documents, but speak
especially to environmental conservation.
To undertake the Bylaws update, as well as a general review of our legal situation, the Board hired Brad Cook,
a Manchester attorney specializing in New Hampshire and Federal nonprofit law. WPA Treasurer John Waite
and I met with Attorney Cook to go over club documents and present a list of questions. We were pleased to
find Attorney Cook as practical as he was knowledgeable. We were even more pleased to discover that he has
an active interest in conservation and is a member of a small association like WPA which is dedicated to
protecting the local environment.
Attorney Cook describes the new Bylaws like this: “I think [they] incorporate the provisions of existing bylaws,
expand the purposes a bit, and include needed legal stuff.” About half of the language in the 1996 Bylaws is
retained in the new Bylaws. Much more material – a lot of necessary legal boilerplate – has been added. The
Association’s original shape and purpose remain the same. There are a few small improvements in our way of
doing business – but members will likely not notice that anything has changed.
The final draft, including a few changes made by the Board and vetted by Atty Cook, is now posted on the WPA
website, Wonalancet.org. (Go to the “Governing Documents” page and click on the yellow links.) I have also
posted a color-coded key to new material, and old material removed and retained, with an index relating
sections in the 1996 Bylaws to the new Bylaws. We will be voting on the new Bylaws at annual meeting,
Sunday the 9 of August. Remember that the draft is only a draft – it can be amended by a majority of the
th
– Doug McVicar
membership at annual meeting.