By Sheree Anne Kelly

Director, International and Political Programs, Public Affairs Council

Would you work for a company that did not have bylaws, a board of directors, an organizational chart, a clear strategic plan or detailed set of goals? Of course not, but that's how your restricted class may feel about your PAC if you don t have the right structures in place. A solid foundation allows for accountability and helps your PAC get more buy-in from senior management as well as your potential members.

But how can you make sure your PAC does have that right foundation? By creating it through effective governance. Here are steps you can take:

1. Evaluate your PAC board — or create one today. A board of directors for your PAC is a great buy-in tool. While board sizes and roles vary, having a group that s held accountable for PAC activities and financial statements puts people at ease. So when conducting an audit, remember these pointers on board makeup and responsibilities.

— Members should be representative of your organization. Include multiple departments/locations, and a cut of diverse individuals that match the range of eligibles. Also consider including members outside your senior management group. This would take away the stigma of "mysterious PAC decisions made by upper management and give "regular employees a say in the process, too.

— Service should be on a rotating basis. You can have a few standing members (legal and/or government affairs representatives) with two-year rotating terms for other members. Staggered terms mandate a continuing flow of new blood, while ensuring that you don t have to retrain the entire group each time.

— Board members should have clear expectations. Board members must know up front what their roles are, and should be held accountable for meeting goals related to fundraising, PAC management, outreach, communications, recognition and more.

— Board slots should be seen as not only a benefit of membership, but as an honor. If you are struggling with complacent board members, you're particularly in need of this philosophy shift. Consider how board members are chosen. Should you nominate members or should they be appointed? A nomination and approval process makes this more of a democratic system, rather than a mandate from senior management. Also, do you have rewards and recognition for the work the board does? Recognition from senior management makes everyone feel good about his or her role.

2. Offer a clear, concise PAC mission statement. Your mission statement can be as simple as one line. It's a quick way to explain what your PAC does, and while this may seem like an insignificant detail, it's an easy way to reinforce your goals. Your mission statement should be everywhere — letterhead, website, newsletter, e-mail communications, invitations, brochures and recipients will quickly gain an appreciation for what the PAC s role is.

3. Bylaws — Not legally required, but a key to your success. If you don't have bylaws, create them. If you do have them, take the time to periodically review them. Break them out, dust them off and see if they re suiting your needs. Again, bylaws provide a sense of structure and legitimacy to the operations of your PAC. The content is completely up to you, but here are a few points you should keep in mind:

— Keep them simple. Don't bog yourself down in every possible scenario in your bylaws, just address the basics like name, purpose, governance, operations and dissolution. If need be, you can create supplemental policies, or include some issues in items like candidate contribution criteria.

— Keep them flexible. Re-examine your bylaws at least every two years. You may want to include a statement to keep the process fluid: "Bylaws are subject to change and approval by the PAC board of directors.

— Keep them transparent. Are your PAC bylaws available to all eligibles? If not, you may want to consider that step. You've created this guidebook to your PAC operations as a buy-in tool, why not show your spirit of transparency by putting a link to them on your PAC Web site?

4. Candidate contribution criteria could be your saving grace. Again, if you don't have them written down, grab a pen. Here's what to consider:

— Write them through the eyes of your potential contributors. This is going to answer their question, "Where is my money going and why is it going there? Be sure to use language that s clear to the average contributor.

— If you don t use party affiliation as a determining factor, state that at the start of your contribution criteria: "PAC contributions are not distributed based on party affiliation. Our PAC is a bipartisan committee that uses the following criteria to determine candidate support."

— Again, consider an option for those special circumstances: "Criteria are subject to change by approval of the PAC board.

— If you have one, include your policy against soft money contributions or supporting 527s. This will soothe the critics of unmonitored, untracked soft dollar contributions.

Not only can candidate contribution criteria answer eligibles' questions before they're asked, you can also use the criteria in response to those unwanted fundraising requests you receive. "I'm sorry Ms. Chief of Staff, but Congressman Smith doesn't meet our candidate contribution criteria; therefore, we can't support him. I'd be happy to fax that over to you for your reference if you'd like."

And now a reminder: When conducting an operational audit of your PAC, keep in mind that the goal of the audit is not only to improve the clarity of your PAC s governance structure, bylaws, and operations, but also to enhance buy-in from senior management and PAC eligibles through transparency and a representative operational structure.