Is It Just So Terribly Difficult to Follow the Bylaws?

Thinking back some decades ago, my husband – ever the long-suffering college football fan – used to tell the story of exiting his home-team’s massive campus stadium late one rainy night, alongside droves of other angry fans after a particularly soul-crushing defeat for their team. He immediately encountered a very inebriated, middle-aged fellow-sufferer with a very Appalachian accent howling like a lunatic into the receiver of one of those blue-light emergency telephones on campus, intended for dispatching first-responders to legitimate crises like car collisions and heart attacks, pleading instead …


This team needs an AW-FENCE!!! 


We always chuckle at that mental image, because you know what?…

There are times in business and in dealing with inexplicable people doing inexplicable things, that you just wish you had a blue-light emergency telephone within easy walking distance from where you’re witnessing inexplicable crises-in-the-making, and into which you could howl your completely valid grievances with abandon and actually think in your logical mind that someone with a shred of know-how and maybe just a smidgeon of brute force might show up and wrangle whatever stupidity is at hand to the ground, even if it’s as complicated or incompetent as a compromised or uncoached offensive line.

I wrote in my introductory blog for this website about my past decade of tough and disappointing experiences with inexplicable situations.

Among them:

  • Some years ago, I resigned from an advisory board of a well-known institution because staff leadership told us one thing when something else entirely was actually going on. When the situation escalated to a crisis of national-media-coverage proportion, the admins instructed us to cheerlead support publicly in something of a collective herkie, while Rome clearly lay smoldering, just over their shoulders. I wasn’t game to mislead the public further than our board had already been misled.
  • I was dismissed from an association hellbent on illegal retaliation in violation of state law, after I discovered national leadership was breaking their own ethics code for years, then later breaking their own written policies and bylaws, alongside misrepresentation of millions in unreported financial losses. I had the audacity to ask the national leadership to cease-and-desist. When they didn’t — and instead kept publicly peddling falsehoods — I blew the whistle on the misconduct, even going so far as to report them to the state attorney general’s office.
  • More recently, I resigned from a foundation board, because the “Sole Member” CEO of the beneficiary organization apparently never knew a set of charity bylaws that he couldn’t be dissuaded from violating if he felt so inclined on a whim, with a Captain-Chaos net effect for every engaged stakeholder in sight. (Where’s that blue-light telephone when I need it?)

Taking stands against inexplicably bad decision-making can be emotionally jarring and mentally exhausting. But this much is also true:

Bad governance is bad news.

When you see it happening, you need to take notice and take action, or take off. You don’t want to get stuck down that rabbit hole, particularly when you have absolutely no governance authority yourself to stop it.

The term “ESG” (Environment, Social, Governance) and the movement it represents seems cloaked in confusion and misinterpretation these days, for all kinds of reasons.

The “Governance” piece deserves massive attention, even though it usually gets short shrift in the media conversation, because it’s apparently a great big yawner and way too boring.

But sheesh, people.

When organizational governance goes off the rails, it can get very not-boring very fast… as in, news media showing up at your door, social media exploding, and the story isn’t pretty.  

These scenarios quite predictably will occur, if there are no rules to follow on critical operations (or if rules exist but nobody can be bothered to follow them).

It not only spells PR disaster, but it can also devolve to an existential crisis, PDQ.

I’m hoping that those of us in the PR industry can collectively start wearing our professional-development hats and getting schooled on the virtues of good governance because, good grief…

There’s a bumper crop of completely avoidable catastrophes going on out there, that wouldn’t be, if folks just followed some clear rules, or would exercise the leadership necessary to make sure rules exist to follow for those befuddled by the notion of common sense.

As a management function, PR has a role to play in promoting good governance, both internally and externally.

It starts with having a backbone and being competent enough about organizational ethics and compliance to lend authoritative voice to others with authority.

It also involves understanding whether or not you’re working with a larger c-suite and boardroom team for whom the term “good faith” means something. Because if you’re not, you’re going to keep pushing that stone uphill for eternity, Sisyphus. Know when to say when. As I’ve learned the hard way, personal energy is a finite thing. And as we all learn all-too-soon, life is way too short for such time-consuming battles, fighting for something that maybe no longer deserves to exist.

I get that processes can be complicated, especially for legacy organizations where things are political and entrenched, but then again, we humans sometimes make things far more complicated than they need to be… so there’s that, too.

There’s also this: a metric ton of resources out there to help us and help our management teams with governance best-practice.

For reasons I’ve mentioned, I have funded the Ethics & Compliance Initiative’s Business Integrity Library – announced publicly just in recent weeks. It includes amazing guidance and informational resources, from some of the world’s largest companies doing governance fairly well, if not best-in-class.

Please check it out.



  1. I appreciate your writing style, MB. Your descriptives create a visual story that can make me chuckle, and sometimes, make me hanging head in the sad reality that I’ve lived the frustrations.

    Bravo. Once again.

    E Mer Jen ceeee!

    • Thank you, Lea Anne — If only I didn’t feel a need to write it!… but I’m glad that at least the points come across! -MB

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