What's in a Bylaw?

Bylaws are a high-level framework for how a not-for-profit organization organizes itself and how it makes decisions and functions. NOTE-A set of bylaws do NOT supersede or supplant federal, state, regional, or local laws. Requirements can vary, especially from state to state. Although not always required by law, I strongly recommend that you have proposed bylaws reviewed by an attorney.

Bylaws are designed to be a higher level governing document for an organization. How are decisions made, and who has the authority to make those decisions? How do people join the board of directors? How often does the board meet and what decisions can be made, if any, in between meetings-and who makes them? How many people is the board required to have-minimum and maximum? And so on.

At the same time, bylaws are not a policy manual. Think of it as a balance between “what the rules are” (policy manual) and “how the rules are made” (bylaws). That is a simple description, but the main point is to understand that your bylaws are intended to, generally speaking, establish:

• The purpose for the organization’s existence-the mission

• The structure of the board of directors, including minimum and maximum number of members

• How someone joins the board and how long they can stay

• Roles of the officers (and who those officers are)

• How decisions are to be made

• How board members can be removed

Typically, additional guidance provided in a set of bylaws include:

• Compensation arrangements (whether compensation exists or not)

• How conflicts of interest are to be handled

• Indemnification of directors and officers

• Any standing committees *Or language giving the board the authority to convene such committees

• Meeting guidelines-things like frequency, quorum (how many members must be present to take a vote)

• Process for amending your bylaws *Often, it makes more sense to have an amendment process so that you don’t have to undertake a full bylaws’ revision

• Dissolution clause *If the organization is dissolved, how is that decision made and how are assets distributed?

• If you have, or intend to have, a chief executive/executive director, be sure and specify the board’s authority to hire and terminate them. This should include how many votes are required for doing so.

Although it can be tempting to include more detailed policies like hiring practices, contracting with vendors, communications, even cash handling-these are best handled as separate operations’ policies directly related to how the “business” of the organization is expected to occur. Just remember, bylaws are generally in place to guide HOW many organizational decisions are to be made, and not so much on what the decisions themselves may be.