What are Bye-laws?
The second part of a new constitution would take the form of a complete suite of bye-laws. These are the rule-book for the smooth running of a company. If the Articles of Association are the skeleton of a constitution, the Bye-laws are the meat on those bones. They take on a different form to Articles of Association, they are less ‘legalistic’ in their tone, and take on a variety of tasks.
Some are ‘Rules’ whilst others are policies, codes of practice, terms of reference and guidelines. Bye-laws can be made up of a variety of documents relating to anything from Equality, Diversity and Inclusion, Safeguarding, Disciplinary Procedures; Social Media Guidelines; Directors’ Code of Conduct, Language Policy, Digital Democracy and much more.
What is the legal status of Bye-laws?
Bye-laws are different to the Articles of Association. The Articles of Association need to comply legally with company law, whereas the Bye-laws are viewed as internal rules for the day-to-day running of a company and relate to such things as matters of policy.
How were the proposed Bye-laws drafted?
Unlike the Articles of Association Bye-laws do not need to follow a prescribed form, and do not need the same level of legal compliance as Articles of Association.
The Bye-laws drafted in the Gweithgor process are very specific to the needs of YesCymru.
How do the Bye-laws affect the ordinary members of YesCymru?
The Bye-laws would provide detailed policies, terms of reference and rules containing additional governance and regulatory guidance on many aspects of the day to day operation of YesCymru and aim to set and uphold the highest ethical standards and best practice in governance, conduct and campaigning.
Can they be amended in the future?
Unlike Articles of Association, Bye-laws, by their very nature need to be more flexible so YesCymru can respond swiftly to changing circumstances and standards.
The proposed bye-laws could be amended by a simple majority in a meeting of the members or the proposed National Governing Body. We will not necessarily need legal advice to amend the bye-laws, and the wording does not need to comply strictly with company law and we may draw on gold standard models from other sources.