It’s important to constantly review your C&B

American Legion Auxiliary National Headquarters receives many questions from departments and units in regard to constitution and bylaws. These questions are not always easy, as there is usually not a one-size-fits-all answer. This page will help give members guidance and updates on anything related to constitution and bylaws.


Given the opportunity, parents pass on wisdom handed to them by their parents. Two expressions that come to mind are “learn something new every day” and “something good comes out of everything.” When a disaster hits, we don’t always see the good, nor do we immediately learn the valued lesson, but they are there just waiting for us to recognize them.

COVID-19 forced us to re-examine the way we work, the way we go to the store, the way we greet people, and even the way we wash our hands. But at ALA National Headquarters, we learned something else. We learned that in a time of crisis, the governing document needs to hold the answers to that age-old question: “What do we do now?” So, we borrowed a page from the military playbook and did an operations review. This is what we learned:

Convention cancellation 

The ALA’s National C&B clearly states that our National Convention occurs at the same time and place as The American Legion’s. This means that when the Legion voted to cancel its 2020 convention, ours was cancelled too. Some might question whether it should be that way, but tying our convention to the Legion’s makes good financial sense. We get more bargaining power for the best rates, and families can go together, saving room costs. The decision to cancel was not taken lightly. In the end, it was the health and safety of Legion Family members that guided the decision.

Election of officers

Because of the National Convention cancellation, we next looked at what our C&B said about national officer elections. For many years, the Constitution stated, “The National Convention shall elect annually…”, but in the 2013 revision, it was changed to “The National Convention shall elect the following term-limited national officers…” (Article IV, Section 2). But how long is that, you ask? The officers serve one term or until their successors are elected, and a term starts upon “…the adjournment of the convention at which they are elected and end at the adjournment of the following convention.” So, because of this wording, our administrative year was able to be extended and our national officers continue in office.

Electronic meetings

Our standing rules state that the National Executive Committee (NEC) shall meet three times a year. Because our current administrative year was extended through 2021, it may not have been necessary for the NEC to meet until later; however, there was pressing business that needed attention, such as national appointments and charter cancellations, and eventually budget approval. But with National Convention cancelled and health concerns, how would they meet?

Indiana State Law (the state in which the ALA is incorporated) allows for electronic meetings, unless they are prohibited in the organization’s bylaws. A review of the national C&B revealed there is nothing in it pertaining to electronic meetings; therefore, the NEC could meet this way. There are other state requirements, such as everyone must be able to hear everyone else. The NEC did meet virtually and will continue to meet this way until things open back up.

So, what have we learned? 

  • That an organization’s C&B is never a one-and-done document. It constantly must be reviewed and updated.
  • It’s important to know state laws and be aware of any changes that could affect the ALA.
  • We might want to consider more explicit provisions for emergency governance operations in the C&B as they might alleviate any angst a disaster can cause.
  • Most of all, be prepared! Just when you don’t think it will happen to you, it does.


This article was originally published in the August 2020 Auxiliary magazine. 


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