Bylaws are the rules by which the board of a non-profit organization conducts its business. It details such things as, how directors are elected, how officers are voted in & what their responsibilities are, how often the board will meet and how those meetings will be conducted, etc. Bylaws are critical to the organized and efficient operations of the non-profit by preventing lengthy discussions on these matters every time they arise. The goal is to detail the basic rules of operation & responsibilities in a clear and concise manner so that the board can focus on the meaningful work of the organization.
Bylaws are created by the founding members and/or directors at the beginning of the organization's existence. Inside the bylaws document the rules for amendments or revisions will be detailed. It’s a good idea to periodically review bylaws to ensure legal compliance with federal & state laws & governance practices. It's also a good idea to review them as new directors come on the board to educate & guide their understanding of their responsibilities.
Bylaw documents are legal documents that can help protect the organization's directors from liability. Therefore, it is always a good idea to consult with a lawyer during development or revision. Even though this is an internal organizational document, the state in which the non-profit resides may have legal requirements for content so be sure to check.
Bylaws are invaluable in defining the purpose of your organization, how often you will conduct meetings, how the meetings will be conducted, the terms of the board members, elections, what constitutes a quorum, how to handle vacancies, & finances, just to name a few areas. According to Robert's Rules of Order, the structure of a typical bylaws document is as follows:
- Name of organization
- Object or purpose
- Members
- Officers
- Meetings
- Executive board
- Committees
- Parliamentary authority
- Amendments
This base example is a good place to start but can be modified as the organization deems appropriate to meet its needs.
Bylaws create a strong operational foundation for your organization. Therefore, the organization wants to ensure the development of rules that encompass the important areas of operations but that avoid being overly specific. The more specific the details the more frequent review and/or revisions will be necessary. For example, an organization may envision itself always needing certain committees that are vital to its operations and will never be disbanded. In this situation, it is appropriate for those committees to be specifically identified in the bylaws document. However, there may be temporary committees created as the need develops later on. Therefore adding a statement such as, “the board may create committees as needed” is better than trying to list all future potential committees or revising the bylaws every time a new committee is developed.
Creation and/or revision of the bylaws document is not a quick process and shouldn't be rushed. Bylaws have to be approved by the board of directors after much deliberation. This process may be frustrating at times but by thoroughly reviewing each section before taking action, all directors are allowed to express their viewpoints & add thoughts/ideas. Throughout this process board members can't help but develop a clear understanding of operations & responsibilities.
