What are Bylaws?
Bylaws are the rules and methods that an organization follows to ensure legality and productivity. A well planned and clear structure will take out the guess work and corruption of an organization. Bylaws include, but are not limited to, the names of the officers of the organization, rights and liabilities of membership, powers and duties of officers, how directors are elected, and how meetings are conducted.
There are two goals of bylaws:
- Provide a foundation for your organization
- Grant decision making authority to the board of directors
Think of your bylaws as the foundation of your organization. Set these up as the minimum operational standards your affiliate puts in place in order to run your organization. To this end, the Academy recommends moving as much operational detail into policies and procedures. Examples of items that may currently be in your bylaws that can be moved over are:
- Nomination and election details
- Committee designations outside of your nominating committee
- Overview of appointed positions
The reason to move many of these items into your policies and procedures is to allow for more flexibility as a board. As elected leaders, the board gives voice to the membership. When trying to understand what to include in the bylaws ask yourself: "Does this fundamentally change the structure of our affiliate?" If the answer is no and the change is just procedural, then move this to a policy and procedure or even a best practice. You can access our webinar on
understanding policies and procedures here.
Bylaws are a contract among members and must be formally adopted/and or amended. As defined in the bylaws member comment period proceeding the board vote is required to approve amendments. Bylaws should be reviewed annually to ensure understanding and compliance as well as identify needed changes. A committee (which includes some executive committee or board members) should review the document.
Prior to making changes to your bylaws, please consult the nonprofit statute in your state of incorporation to ensure compliance with local requirements as they may differ than the recommendations below, especially in respect to meeting notice.