Author: Adrianne DuMond
Executive Coaches of Orange County
Most of us turn the other way when the subject of bylaws comes up – either creating them or reviewing them. But they should be reviewed at least every three years. Bylaws help the organization run smoothly, provide consistency from one Board term to another, and can keep an organization out of serious legal trouble when they are available, current, and clear.
Bylaw regulations vary from state to state for nonprofits. Guidelines for your state can be obtained through various sources. The State Attorney General’s office can give you the office contact for nonprofit, tax-exempt organizations, or your city attorney may have the information.
I highly recommend the web site www.blueavocado.org for some very good advice about the use of bylaws and the importance of keeping them updated. In this blog I provide the bylaws checklist that Jan Masaoka has written.
Three overall guiding principles:
- Don’t put too much in the bylaws. If you state meetings will be held on a certain day, then when meetings change, the bylaws have to change.
- Designate that the Executive Director should be responsible for making sure the bylaws are reviewed every three years. Since Board officer terms vary, it is difficult for this responsibility to reside with the Board volunteers, even with very good minutes of the meetings.
- Make sure that any revisions to the bylaws are dated, summarized, and attached to the Executive Director’s copy. Dating the revisions is extremely important, since any future problems can be minimized if the records are clear and accurate.
Here is the checklist from Jan Masaoka’s article to ensure that the most important topics are covered:
- Indemnification – A statement that limits the personal liability of board members.
- Minimum and maximum number of board members. This may be determined by your state’s regulations for nonprofits.
- The number required for a quorum.
- Terms, term limits, and return policies.
- Titles of officers, how they are appointed and their terms.
- Procedure for removing an officer.
- Conflict of interest policy.
- Minimum number of board meetings a year.
- How an emergency or special board meeting may be called.
- What committees exist, how members are appointed, and their powers.
- Managing conference calls and/or electronic meetings.
Remember that every Board member should have a copy of the bylaws. Again, I recommend the web site for more specific information. The specific article from which this blog was created is titled ‘Bylaws Checklist’ and was posted on May 29, 2010.