Bylaws

Your Organization’s Backbone

Think of your nonprofit’s work as a journey down a river. A person traveling down a river uses a boat, such as a kayak. For the kayak to operate properly, it needs a strong framework. Your organization needs a strong framework to complete its journey as well. Just as nails hold your kayak’s wood together, Bylaws are the glue that hold your organization together. They provide the framework for the everyday operations of your group, establishing your organization’s internal operating rules and procedures. Just as a boat needs a captain and crew, your organization needs trustees, officers, and staff to accomplish its mission. Bylaws define items such as the term length for your organization’s trustees and the powers and responsibilities of your group’s officers. Bylaws are a basic document necessary to start your nonprofit on its journey.

In addition to establishing terms and responsibilities for trustees and officers, Bylaws define a host of other procedures for your organization, such as whether or not you will have a formal membership. They also restate items from your Certificate of Incorporation, such as your organization’s location and purpose.

Getting Started

Bylaws determine how the organization is structured, rights of the participants, and procedures for how they exercise their rights. For example, Bylaws establish rules and procedures for items such as the number of trustees on the board and how they are nominated. Bylaw content is generally standard. It includes Articles that discuss your organization’s location, purpose, trustees, officers, committees, records, and membership.

Although Bylaw content is fairly standard, there are many decisions to make while writing them. Therefore, your group should:

  1. Set aside plenty of time to decide on content and draft your Bylaws.
  2. Find a lawyer (preferably one who will work pro-bono) to review your Bylaws.
  3. Obtain a copy of sample Bylaws to use as a formatting and content guide.

In light of recent nonprofit ethical issues, spend time establishing a provision to handle potential conflicts of interest. If a trustee foresees having a conflict of interest, potential or real, in a matter that comes before the Board, he or she must advise the Board of this conflict and refrain from participating in any discussions or decisions that pertain to the matter.

Having these items in mind will facilitate the preparation of your Bylaws, enabling your organization to experience a smooth sail down the river. Contact organizations with similar missions and request examples of their bylaws, rather than reinventing the wheel. And remember to always keep your bylaws current to reflect the ongoing changes in your organization.

Helpful Hints

Use your Bylaws, rather than your Certificate of Incorporation, to establish a formal membership. If for some reason your organization decides to change the requirements of its membership, it is easier to amend your Bylaws than your Certificate of Incorporation.

Consider designating an odd number of trustees for your board. This prevents ties in voting.

 Further Resources

resourcesThe Foundation Center.Provides links to sample nonprofit Bylaws and a list of resources.
Board Source. Develops publications on nonprofit governance and has numerous resources on bylaws.
What.com Council of Nonprofits. Offers an example of Bylaws in a document entitled “How to Start a Nonproft – Sample Form.”

Publications
  • How to Form a Nonprofit Corporation: 5th Edition by Anthony Mancuso. Use this book for information on incorporation, writing Bylaws, and filing for tax-exempt status. NOLO, 2002.
  • The Nonprofit Board’s Guide to Bylaws: Creating a Framework for Effective Governance by D. Benson Tesdahl. Board Source, 2003.
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