Bylaws

How to Grow an Award Winning Board

Mission Statement | Bylaws | Board Responsibility | Board Member Commitment | Recruitment | Nominations | Board Presidents | Board Meetings | Chairing Board Meetings | Committees | Budgets | Monthly Financial Reports | Fundraising | Executive Director | Liability | Potpourri

BYLAWS … THE WORLD’S DULLEST READING MATERIAL – so many would say. Too often the authors of bylaws approach their task solely from a legal perspective, but this is only 50% of the job. Bylaws are comparable to an architect’s specifications for the systems and components of a building. Viewed this way, your bylaws are the specifications for your Board organization structure and the activities which must go on within that structure.

It is clearly impossible here to provide a full discussion of what is involved in drafting a complete set of bylaws, but we can provide some observations and a checklist of things to look for. Our first observation is, don’t be a copy-cat! Don’t just obtain copies of bylaws from seemingly similar agencies, copy them verbatim with only name changes, and then adopt them. Your statement of purpose dictates the nature of your organization structure and this means that your bylaws will be different than those of that agency down the street.

What follows is an admittedly too brief checklist of considerations that should be thought about when you review or re-write your bylaws.

  1. Statement of purpose … see Mission Statement
  2. Power structure … where does the power lie?
  3. The Board … adequate and appropriate size, terms of office, term limits, rotation, election. Regular and special meetings, meeting notices, attendance requirement, removal for cause, filling interim vacancies which develop.
    Executive committee … need for, composition, role and limitations. Be sure to protect against its becoming a de facto Board.
  4. Officers … how many are necessary, role and responsibilities, who elects (increasingly the membership elect officers as well as the Board). Terms of office and term limitations, how to circumvent the rotation requirement for Board members when necessary if officers come from an already elected Board, removal for cause, filling interim vacancies which develop.
  5. Advisory Board … role, how elected, size, terms of office, term limits, rotation. attendance requirements, filling interim vacancies, meetings, notices.
  6. Committees … what standing committees are required, committee charges (keep them short and to the point), committee size and composition. Can non-Board members serve on Board committees (typically they ought to be able to)?
  7. Quorums … 50% for large Boards is a good average, higher for smaller Boards.
  8. Nominating committee … composition, how appointed, process, election process, alternative slate mechanism.
  9. Amendments … neither too easy nor too stringent. Permit Board to amend.
  10. See your legal counsel for all legal concerns and final review.
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