Crafting Bylaws: A Comprehensive Guide

Non-profit organizations and other entities utilize bylaws as formal and legally-binding documents to outline the operational procedures of the organization. Bylaws serve as a crucial reference point and are often likened to the organization's 'instruction manual.' If tasked with drafting bylaws for your enterprise or organization, it's essential to approach the process systematically.

Understanding the Purpose of Bylaws: Bylaws serve as the written regulations of an organization, playing a pivotal role in resolving disputes or issues that may arise. They provide clarity on various aspects such as the organization's name, purpose, membership criteria, officer roles and responsibilities, assignment procedures, and guidelines for conducting meetings.

Appoint Members for Bylaws Composition: Commence by consulting with the majority or all founding members of the organization. Enlist the assistance of at least two or three additional individuals to provide input and aid in drafting the bylaws.

• For instance, when establishing a non-profit organization, a board of directors should be formed to contribute insights and collaborate on drafting the bylaws. Collaborative efforts ensure inclusivity and comprehensive representation within the bylaws.
• Ensure diversity within the bylaw committee, avoiding overrepresentation from any specific organizational sector or hierarchy level.

Collect Pertinent Information: To effectively formulate bylaws, it's imperative to comprehend the organization's purpose, the role of officers in advancing that purpose, and the organization's future direction. Engage in discussions with all organization members to outline the organizational purpose and determine necessary roles to achieve it.

• Ensure alignment between your bylaws and other core documents, such as articles of incorporation and governance policies, to maintain consistency in organizational operations. Gather these documents before drafting the bylaws.
• Verify consistency in board positions, position descriptions, meeting schedules, and other details across all organizational documents. If affiliated with another entity, confirm alignment with their expectations and requirements.

Refer to Sample Bylaws: Seek out bylaws from organizations similar to yours. While direct replication is discouraged, these samples can provide valuable guidance during your drafting process.

• Contact organizations resembling yours and request access to their bylaws for reference.

Consult with Legal Counsel: Engaging with a non-profit attorney can ensure comprehensive coverage within your bylaws and alignment with state non-profit laws. Legal professionals can advise on potential legal constraints and ensure adherence to statutory requirements.

• Locate a qualified non-profit attorney through your state's bar association referral service.
• For cost-effective options, consider seeking assistance from pro bono organizations in your locality. Many legal aid organizations extend support to non-profit entities alongside individuals in need. Access legal aid organizations via this portal.

Organize Bylaws in Outline Form: Bylaws typically follow an outlined structure consisting of 'articles' for section headings and 'sections' for paragraphs. This format enhances readability and aligns your bylaws with standard conventions, facilitating easy reference to voting procedures, committee regulations, and other pertinent organizational aspects.

Initiate Each Article with a Heading Labeled ARTICLE. These headings should be written in bold uppercase letters and enumerated using Roman numerals. Center-align these headings on the page.

• For instance, the primary article would be titled: ARTICLE I: ORGANIZATION. The subsequent article would be titled: ARTICLE II: PURPOSE.

Enumerate Subsection Titles within Each Article. Clearly number each subsection within every article and provide concise descriptors for each section.

• For instance, you could write: Section 1. Regular Meetings. Follow this with a brief outline of regular meeting protocols. Then proceed with: Section 2: Special Meetings. Accompany this with a concise description of special meeting procedures.

Utilize Clear and Simple Language for Your Bylaws. While bylaws are legal documents necessitating a professional tone, strive for clarity and simplicity. Review language from templates or samples and maintain an appropriate tone using understandable vocabulary.

• Although bylaws are legal documents, avoid overly complex legal jargon. Opt for straightforward language that is easily comprehensible.
• Reserve detailed policies for separate documents, not the bylaws themselves. Bylaws should offer general guidelines for implementing specific policies, remaining flexible and interpretable alongside more detailed policies.

Customize the Bylaws to Suit Your Organization's Needs. While many templates and guides for drafting bylaws are intentionally broad, tailor them to fit your organization's specific requirements. Your organization may necessitate unique elements not covered by standard templates.

• Developing Church Bylaws: Church bylaws typically include sections concerning the congregation's minister, detailing the minister's role, qualifications, and procedures for appointment or dismissal. Sample language might include: “The Minister serves as the spiritual leader of the church, with freedom of speech and pulpit. The Minister is an ex officio member of the Board and all committees except the Nominating Committee.”
• Formulating Corporate Bylaws: Corporate bylaws may include sections addressing shareholder meeting frequency, stock-related matters, and other corporate governance issues.

Compose the Organization Name Article. This section provides a brief statement identifying your organization's official name. You may also specify the primary operating location of your office if applicable. If your organization operates primarily online, you can omit the address.

• Example: “The organization shall be known as the ABC Elementary PTO.”

Incorporate the Organization Purpose Article. This article encompasses your organization's mission statement and vision. It can be a concise one-sentence statement or more elaborate if desired.

• Sample Text: “The organization is established to support the educational endeavors of children at ABC Elementary by fostering collaboration among the school, parents, and teachers.”

Create the Membership Article. This section addresses various aspects of membership, including eligibility criteria, dues, membership categories, retention requirements, and withdrawal procedures.

• Sample Language for the eligibility section: “Membership is open to all individuals who support the church's mission and activities, regardless of race, creed, gender, sexual orientation, age, nationality, or physical ability.”
• Subsequent sections should cover dues, membership retention criteria, and withdrawal processes.

Draft the Officers Article. This article delineates the roles and responsibilities of officers, including their nomination, election, term lengths, and procedures for filling vacancies.

• For instance, the initial section could state: “The organization's officers shall consist of a president, vice president, secretary, treasurer, and three directors.” Follow this with descriptions of each officer's duties and related sections.

Include the Meetings Article. This article outlines the frequency and location of meetings, as well as procedures for voting on motions.

• The article also specifies the quorum requirements, i.e., the minimum number of board members needed for decisions to be valid. Sample language for the first section: “Regular meetings shall be held on the first Tuesday of each month.” Address the remaining sections within this article accordingly.
• Ensure compliance with any state-specific quorum regulations by consulting your Secretary of State.

Compose the Committees Article. These committees are tailored to your organization's needs, such as volunteer, publicity, membership, and fundraising committees. Provide concise descriptions for each committee and outline the process for committee formation, possibly through appointment by the board of directors.

• Example: “The organization shall establish the following standing committees,” followed by a list and brief descriptions of each committee.

Draft the Finances Article. Specify the timeline for budget creation, designate responsibility for financial record-keeping (typically the treasurer), outline expense approval procedures, and address fund disposition in the event of organization dissolution.

• For instance: “A budget shall be prepared annually in the summer and approved by a majority vote of the Board.”
• Additionally, assign the treasurer (or another officer) the task of maintaining accurate financial records: “The treasurer shall accurately record all disbursements, income, and bank transactions.”

Write the Parliamentary Authority Article. Define the parliamentary guidelines governing your organization's procedures, often based on resources like Robert’s Rules of Order. Specify the governing resource for the bylaws, procedures, and operation of the organization.

• Sample language: “Robert’s Rules of Order shall govern meetings unless otherwise stated in the organization’s bylaws.”

Include the Amendments and Other Provisions Article. Address the process for amending the bylaws, demonstrating organizational flexibility. Ensure the amendment process aligns with the organization's culture and politics. Optionally, specify the fiscal year within this article.

• Sample language for amendments: “These bylaws may be amended at any society meeting by a two-thirds (2/3) vote of the members present, provided that notice of the proposed change is included in the meeting notice.”

Write the Conflict of Interest Article. Protect your organization against conflicts of interest by establishing protocols for directors or officers with personal or financial interests in matters before the board. Require disclosure and recusal, and mandate approval by disinterested parties for transactions involving potential conflicts.

• Example language: “Directors or officers with a financial or personal interest in a matter shall disclose and abstain from discussion and voting. Transactions involving potential conflicts require majority approval from disinterested directors.”

Include a Dissolution Clause Article. While some state laws mandate a dissolution clause, it's prudent to include one regardless. This clause outlines the process for closing down the organization, providing protection against internal conflicts.

• For instance, you could state: “Dissolution may occur with a 14-day notice and a two-thirds vote of those present at the meeting.”
• Check with your state’s Secretary of State for specific dissolution clause requirements.

Combine the articles into a single document. Maintain consistent formatting and use one font and font size (typically 11- to 12-point). Include a title page with the organization's name, the last revision date of the bylaws, and the effective date.

Seek a professional parliamentarian's review. A professional parliamentarian can ensure your bylaws align with proper procedures for running the organization, conducting meetings, and electing officials. They offer expertise in parliamentary rules and procedures.

• Find parliamentarians through associations like the American Institute of Parliamentarians or by searching online for “professionally credentialed parliamentarian” in your state. Expect to pay a consulting fee for their services.

Formally adopt the bylaws in an organization meeting. Adoption by the organization is necessary for the bylaws to take effect. Typically, the organization's director has the authority to adopt the bylaws.

• Include a statement at the end of the bylaws confirming their adoption, along with the adoption date. The organization's secretary should also sign this statement.

Register your bylaws with your state, if needed. Some states mandate filing bylaws, while others require periodic reporting of key personnel and financial details. Check with your Secretary of State to determine if you must submit your bylaws.

• Corporate bylaws are generally not filed officially. While states may necessitate corporate bylaws, they need not be filed. However, they may be shared with stakeholders and other pertinent parties.

Maintain your bylaws in a central office location. Store them alongside your articles of incorporation, meeting minutes, director and executive information, membership records, etc., in a binder.

• Consider making your bylaws easily accessible to members by posting them online or having physical copies available. While public availability isn't mandatory, it can enhance your organization's accountability and transparency.

Bring bylaws to membership and executive meetings. Keep the bylaws accessible during meetings for reference when voting on motions, selecting committee or board members, or conducting activities outlined in the bylaws. This ensures smooth meetings and reassures members of proper representation.

Regularly review and update your bylaws. As your organization evolves, your bylaws should adapt. Ensure flexibility and amendability from the outset. For instance, include a range rather than a fixed number for board members. Minor changes can be made through amendments, while significant revisions should involve membership input and voting.

• Form subcommittees for revisions: one for drafting, one for consistency checking, and one for proofreading. Present the final revisions to the membership for approval.

• Various styles and versions of bylaws exist, each unique. It's beneficial to review a variety of bylaws, especially those similar to your organization's.
• Engage with another organization to understand their approach to drafting and refining their bylaws.
• Consider assigning a separate subcommittee to ensure consistency within your bylaws. The team crafting the bylaws might miss inconsistencies due to their close involvement. Having another group review your work can help identify and rectify inconsistencies.