BASIC BYLAWS INFORMATION
• Bylaws are a concise statement of purpose and organizational structure within which a non-profit group functions.
• Bylaws are rules adopted by an association to govern its actions.
• Bylaws are a rules adopted by an organization for its internal governance.
• Bylaws are a document that contains the ground rules by which an organization is run. Bylaws normally establish such matters as the titles and duties of executive officers, the timing and procedures for board meetings, and the manner of conducting the annual meeting.
• Bylaws are the legal operating guideline for a board.
• Bylaws are a document adopted by an association that governs its business conduct and the rights and responsibilities of its members.
• Organizational bylaws regulate only the organization to which they apply.
• Organizational bylaws are generally of the operational sort, setting out the form, manner or procedure in which the organization should be run.
• Bylaws serve the primary function of laying the groundwork for the rules of operation for an organization.
• In the strictest sense, bylaws are not public documents. They are the internal rules and regulations to guide your board’s activities. Even if the law does not consider your bylaws a public document, your willingness to distribute a copy to anyone requesting it increases your accountability and transparency to the public. Keep the bylaws alive by evaluating them on a regular basis and amending when they seem to lose validity or no longer correspond to your values.
A set of bylaws should include at least the following:
• Name of the organization. (The official name that will be used on your legal documents, including your Articles of Incorporation and your IRS 501©3 determination letter.)
• Purpose of the organization. (Your “mission statement” that guides your future decisions on planning, programming, and spending your money.
• Membership. (Who can join, how to join, voting rights.)
• Governing body. (Board of directors, how they are chosen, and how long they serve.)
• Officers. (How they are chosen, their duties, and their terms of office.)
• Meetings. (How they are scheduled, to whom they are open, and what notice must be given.)
• Fiscal year, financial matters, audit (Including any requirements the state may have for the financial governance of not-for-profits.)
• A procedure for amending the bylaws.
• A dissolution statement. (What happens to the organization’s assets if the organization disbands.)
• A statement of the rules of order to be followed in official meetings
It is well to remember that changes to bylaws will usually need to be reported to the arm of state government that oversees incorporation, usually the Secretary of State’s office. For this reason, it is best that such topics as amount of membership dues and scheduling of meetings be written in general rather than specific terms. You don’t want to go through a bylaws change every time you establish a new membership category, appoint a committee, or change the board’s meeting schedule.
By Jim Slaughter, JD, CPP-T, PRP
Bylaws are the most important document for many organizations. Unless there are higher governing authorities (such as state statutes or corporate charters), the bylaws define the organization and how it functions.
Formerly, it was common practice to separate the rules governing an organization into two separate documents—a “constitution” and “bylaws.” The recommended practice now is to combine these two documents into one known as the “bylaws” or the “constitution and bylaws.
Bylaws can vary in size from one to fifty pages. Like clothes, bylaws should be made to fit the organization they are meant to serve. No one set of bylaws is appropriate for all organizations.
The following tips are applicable to most bylaws:
• Language should be clear and concise.
• Sentences should be structured so that it is impossible to quote provisions out of context.
• A standard format can help in avoiding repetition and in locating provisions.
• Do not include requirements from state law or higher governing authorities.
• If the bylaws state that elections are to be by ballot, this provision cannot be suspended (even if there is only one candidate for office).
• Make provisions for calling special meetings.
• Clearly define the duties and powers of any executive board or committee.
• List a book as a parliamentary authority to be followed at meetings.
• Describe the method (including notice requirements) for amending the bylaws.
• Be careful not to set a quorum for meetings that is too high and may be difficult to obtain.
• Do not place purely procedural rules, such as the order of business for meetings in the bylaws.
Suggested Bylaws Sections
VI. Executive Board
VIII. Parliamentary Authority