What Are Bylaws?

Bylaws are the rules and procedures for the organization’s board of directors and members to follow to manage the operations of the organization.

What Are Bylaws For?

They provide guidance and direction to the board of directors and/or its members on how to conduct the organization’s affairs and operations. 

Why Do You Need Bylaws?

The purpose of bylaws is to protect the organization and outline the duties of the board of directors and its members.  They help your organization run smoothly, such as explaining how to conduct elections and fill vacancies.  Bylaws protect the organization from potential legal issues.

Do You Need to Amend/Update Your Bylaws?

Yes, this keeps the organization running smoothly and in compliance with any new laws.  When the board of directors and members know what is expected of them and understand their responsibilities, it allows the organization to run smoothly.

How Often Should They Be Amended or Updated?

The board of directors should regularly review their bylaws, but at least annually.  Creating a bylaws committee to review the bylaws is a great practice.  By reviewing annually around the time of the annual membership meeting, it allows for an easy route to get them presented and voted on in accordance with the bylaws. 

They should also be amended or updated anytime there is a major change in board leadership.  Organizations can change over time, so ensuring that your bylaws grow and change with the organization is important.  This can be to make changes to reflect actual practice or to change to a new practice. 

When Reviewing the Bylaws, What Should Be Included in Bylaws?

1. Board of Directors/Officer’s titles

2. Terms of office

3. Election procedures

4. Duties and powers of each director

5. Voting procedures for officers or directors

6. Meeting timelines

7. Establishment of standing committees

8. Bylaws, election, voting, etc

9. Notices, times, agendas, locations, and minutes of meetings

10. Membership qualifications, admission, and expulsion or resignation procedures

11. Dissolution procedures

12. Amendment procedures

13. Adoption of a logo or seal

14. Fiscal year and financial reporting requirements

15. Legal compliance requirements

How to Revise the Bylaws?

The best way is to have a subcommittee or designated members of the board of directors.  They should take the most recent version and create a track changes document or someone to identify to the members on what changes are being proposed.  Make sure any changes are updated throughout the entire document so there isn’t any conflicting language.  This entire document will be presented to the membership and will need to be voted on in accordance with the amending bylaws section.