Section 7. Writing Bylaws

Thoroughly written bylaws help organizations know how to handle governance questions and new situations that may arise. Bylaws can reduce confusion, clarify authority and responsibilities, establish consistent decision-making procedures, and help an organization remain focused on its purpose. In this section, we'll look at what bylaws are, when they should be written, how to develop them, and how to use and update them over time.

What are bylaws?

Bylaws are written rules governing the internal operation of an organization. Depending on the organization's legal form and applicable law, bylaws may define matters such as the organization's official name and purpose, whether it has voting members, the composition and responsibilities of its Board, officer roles, elections or appointments, meetings, quorum, voting, committees, amendments, and other governance matters.

Bylaws operate within a larger legal framework. They should be consistent with applicable federal, state, tribal, or local law and with the organization's articles of incorporation, certificate of incorporation, constitution, trust document, or other organizing document. If those authorities conflict, the bylaws generally cannot override a higher legal requirement.

Bylaws can have significant legal and governance consequences because an organization's directors, officers, members, and others with defined governance responsibilities are expected to follow the rules that apply to them. The precise legal effect and enforceability of particular provisions depend on applicable law and the organization's circumstances.

Bylaws are different from policies, procedures, and standard operating procedures. Bylaws generally address the organization's governing structure and fundamental decision-making rules. Policies provide more detailed standards on subjects such as conflicts of interest, finances, personnel, confidentiality, document retention, or investments. Procedures explain how recurring operational tasks are carried out.

Keeping these different levels of rules separate can make governance easier to maintain. Details that change frequently may be better placed in a policy or procedure than in bylaws that require a formal amendment every time they change.

Why should an organization have bylaws?

Bylaws can be useful for many organizations, particularly incorporated nonprofits, membership organizations, and groups with formal governing bodies. Clear bylaws can:

• Define who has governing authority and how that authority is exercised
• Clarify how directors, officers, or members are selected, removed, and replaced
• Establish rules for meetings, notice, quorum, voting, and decision-making
• Clarify the relationship among the Board, officers, members, committees, and chief executive
• Provide continuity when leadership changes
• Establish procedures for resolving governance questions before a dispute arises
• Help the organization remain accountable to its stated purpose and governance structure

Whether bylaws are legally required depends on the organization's legal form and the law of the jurisdiction in which it is organized. State nonprofit corporation laws commonly address bylaws, but requirements differ.

State nonprofit status and federal tax-exempt recognition are separate matters. Organizations seeking recognition under section 501(c)(3) of the Internal Revenue Code must satisfy federal organizational requirements, generally through their articles or other organizing document. If an organization has adopted bylaws, it may also be required to provide a current copy as part of its federal exemption application.

When should bylaws be written?

If your organization doesn't yet have bylaws, situations in which developing them may be necessary or particularly useful include:

• When you are forming an incorporated nonprofit or another legal entity whose governing rules are addressed by applicable law
• When you are establishing a Board of Directors or formal membership structure
• When your organization is undergoing a significant change in purpose, governance, membership, or leadership structure
• When there is uncertainty about elections, appointments, officer responsibilities, meetings, voting, removal, succession, or other fundamental governance matters
• When the organization's legal, funding, contracting, or tax-exemption process requires or would benefit from formally adopted governance rules

A small informal group may not need bylaws immediately. However, once a group incorporates, establishes a governing Board, takes responsibility for substantial funds or assets, hires staff, signs contracts, or assumes significant legal responsibilities, it should determine what governing documents are required and put an appropriate structure in place.

How do you write bylaws?

Before you begin, determine what legal entity and governance structure you have or intend to create. Bylaws for a nonprofit corporation with a governing Board and no voting members will look different from bylaws for a membership association whose members elect directors and vote on major matters.

Also determine what belongs in the bylaws and what belongs elsewhere. Bylaws should generally establish durable governance rules. Day-to-day personnel decisions, program procedures, detailed financial processes, technology practices, and other frequently changing operational matters usually belong in Board policies or staff procedures.

Because nonprofit corporation laws differ by jurisdiction, check the requirements that apply where the organization is formed. Organizations with complicated structures, substantial assets, voting members, regulated activities, or unusual governance arrangements may benefit from legal review before final adoption.

Gather examples of the bylaws of similar organizations for reference

Reviewing bylaws from organizations with a similar legal structure, mission, size, or governance model can help you understand common approaches. Model bylaws from reputable legal, government, nonprofit, or professional sources can also be useful.

Don't simply copy another organization's bylaws and replace its name with yours. Its provisions may reflect a different state's law, a different membership structure, or governance practices that don't fit your organization. Use examples to identify questions you need to answer, then draft provisions that match your own organization and applicable requirements.

Decide by whom and how the bylaws will be written and approved

Identify who has authority to draft, review, and adopt the bylaws. During formation, this might involve incorporators, an initial Board, a steering committee, legal counsel, or another authorized group. In an existing organization, the bylaws themselves may specify whether amendments are approved by the Board, voting members, or both.

Before drafting, determine:

• Who will prepare the initial draft
• Who will review proposed language
• Whether legal or other professional review is appropriate
• Who has authority to approve the bylaws
• What notice, quorum, and voting requirements apply

One person or a small drafting group can often prepare the document more efficiently than a large group writing every sentence together. The larger group can then concentrate on the governance choices that require collective discussion.

Write a first draft of your bylaws

Begin by identifying the major governance decisions that the bylaws must address. A model outline can help organize the draft, but adapt it to your organization rather than treating it as a universal template.

The topics below commonly appear in bylaws. Your organization may need additional provisions or may place them in a different order.

Article I. Name and purpose of the organization.

State the organization's legal name accurately. If the organization regularly uses another approved name, acronym, or "doing business as" name, you may also identify it where appropriate.

Describe the organization's purpose clearly enough to establish the scope of its activities without making the bylaws unnecessarily restrictive. For an organization seeking recognition under section 501(c)(3), make sure the purpose stated in the bylaws is consistent with the organization's articles or other organizing document and its tax-exempt purposes.

Illustrative example:

Article I. Name and Purpose.

Section 1. The name of the organization shall be Community Connections, Inc.

Section 2. The organization shall operate for the charitable and educational purposes stated in its Articles of Incorporation.

A vision or mission statement may also appear in the bylaws if the organization wants it there, but consider whether the statement is expected to remain stable enough to justify requiring a formal bylaw amendment whenever it changes.

Article II. Membership, if the organization has members.

Some nonprofit corporations have voting members with legal rights under state law; others do not. The bylaws should clearly state which structure applies.

If the organization has members, this article may address:

• Eligibility for membership
• Classes or categories of membership, if any
• Voting and other membership rights
• Dues or other requirements, if applicable
• Resignation, suspension, or termination of membership
• Member meetings and actions

If the organization does not have statutory or voting members, say so clearly rather than creating ambiguity about whether donors, volunteers, program participants, or supporters possess legal membership rights.

Article III. Governance, directors, officers, and decision-making.

This portion of the bylaws commonly addresses:

• Governance and authority: Which body governs the organization, what authority it has, and which responsibilities may be delegated. If the organization has a chief executive, the bylaws may establish the Board's authority to select and oversee that position while leaving supervision of other staff and ordinary operations to management.
• Board composition: The number or permitted range of directors, qualifications if any, how directors are selected or elected, terms of service, vacancies, resignation, and removal.
• Officers: Which officers the organization will have, how they are selected, their terms, major responsibilities, resignation, removal, and vacancies.
• Succession and vacancies: What happens when a director or officer resigns, dies, is removed, or is otherwise unable to serve.
• Committees: Which standing committees, if any, are established by the bylaws; how additional committees or task forces may be created; how members and chairs are selected; and what authority a committee may exercise.
• Decisions: Quorum, voting requirements, abstentions, actions without a meeting where permitted, and any special approval requirements.
• Chief executive: If useful, the chief executive's relationship to the Board, whether the chief executive is or is not a voting director, and the Board's authority regarding appointment and evaluation.
• Amendments: Who may propose amendments, what notice must be provided, who has authority to approve them, and what vote is required.

Avoid using a universal amendment rule such as a two-thirds vote unless that requirement is appropriate for your organization and consistent with applicable law. State law or your own governing structure may require a different procedure.

Notice may be delivered by mail, email, electronic Board portal, or another method permitted by applicable law and the organization's governing documents. Avoid specifying outdated delivery methods unless the organization actually intends to require them.

Additional governance provisions.

Depending on the organization, the bylaws may also address:

• Conflict-of-interest procedures or reference to a separate conflict-of-interest policy
• Indemnification of directors and officers as permitted by applicable law
• Compensation or reimbursement of directors
• Records and inspection rights
• Fiscal year
• Electronic communications and electronic actions
• Dissolution
• Parliamentary or meeting procedures
• Other matters required by applicable law or the organization's structure

A note about indemnification:

Indemnification provisions may allow an organization, within limits established by law, to protect or reimburse directors, officers, employees, or other covered people for certain expenses or liabilities arising from their organizational roles. Indemnification does not mean that directors or officers can never be sued, held personally liable, or face legal consequences. The scope of protection depends on applicable law, the governing documents, the person's conduct, and other circumstances. Directors-and-officers liability insurance may provide additional protection.

Article IV. General, special, and annual meetings.

The bylaws should explain the organization's formal meeting requirements. Depending on the structure, this may include meetings of members, directors, or both.

Consider addressing:

• Regular meeting frequency or the authority to establish a meeting schedule
• Who may call a meeting
• Required notice and permitted notice methods
• Quorum
• Voting
• Special meetings
• Annual meetings, if applicable
• Remote or hybrid participation when permitted by applicable law
• Action without a meeting when permitted
• Meeting procedures or parliamentary authority

Avoid putting unnecessary logistical detail in the bylaws. For example, requiring a meeting on a particular calendar date or at a particular physical location may create problems later if the organization needs greater flexibility.

Illustrative example:

Article IV. Meetings.

Regular meetings of the Board shall be held at times established by the Board. Special meetings may be called by the Chair or by such other directors as permitted by these bylaws. Notice shall be provided in the manner and within the period required by applicable law and these bylaws. Directors may participate through electronic communications when permitted by applicable law and when all participants can communicate as required.

Article V. Board of Directors.

Some organizations place Board provisions in their own article rather than combining them with officer and decision-making provisions. Either structure can work if the document is clear.

Board provisions commonly describe:

• The Board's governing authority and responsibilities
• Number or permitted range of directors
• Qualifications, if any
• Election or appointment
• Terms and term limits, if any
• Vacancies
• Resignation and removal
• Meetings
• Quorum and voting
• Committees and delegation of authority

Make sure the bylaws distinguish governance from management. The Board provides oversight and direction at the governance level. A chief executive, if there is one, generally manages day-to-day operations and supervises staff under authority delegated by the Board.

Article VI. Conflicts of interest and ethical governance.

Your organization may put detailed conflict-of-interest rules in the bylaws or adopt a separate Board policy and refer to it in the bylaws. A useful process generally requires people to disclose actual or potential conflicts and prevents a conflicted individual from improperly participating in the decision.

Depending on the organization, related policies may also address confidentiality, whistleblower protections, document retention, compensation review, gifts, related-party transactions, and other ethical or governance issues.

Article VII. Fiscal year and financial governance.

If useful, state the organization's fiscal year and identify the Board's general responsibility for financial oversight. Detailed budgeting, purchasing, signing authority, reimbursement, investment, and internal-control procedures are usually better placed in financial policies rather than the bylaws.

Article VIII. Dissolution.

Organizations should determine whether a dissolution provision belongs in their bylaws, articles of incorporation, or both. For organizations seeking or maintaining section 501(c)(3) status, the organization's legally recognized organizing document must satisfy applicable federal requirements concerning the disposition of assets upon dissolution.

Review the draft before approval

Give the proposed bylaws to everyone responsible for reviewing or approving them far enough in advance to allow meaningful review. A tracked or annotated draft can make it easier to see proposed provisions, questions, and alternatives.

Review the bylaws systematically. You do not necessarily need to read every line aloud at a meeting. Participants may submit comments beforehand, and meeting time can concentrate on provisions that require discussion or decisions.

As you review the document, ask:

• Is it consistent with applicable law and the organization's articles or other organizing document?
• Is authority clearly assigned?
• Are governance and management responsibilities distinguished?
• Are meeting, quorum, voting, and amendment procedures clear?
• Are conflicts of interest and other accountability concerns adequately addressed?
• Are provisions understandable and internally consistent?
• Are any rules unnecessarily rigid or likely to become outdated quickly?
• Do the bylaws provide appropriate opportunities for participation by members, if the organization has members?
• Do the bylaws reflect how the organization actually intends to govern itself?

Organizations with complex legal or governance questions should consider having qualified legal counsel review the draft before adoption.

Complete and approve the final draft

Make the agreed-upon revisions and distribute the final proposed bylaws according to the notice requirements that apply to your organization.

Adoption procedures depend on applicable law and the organization's structure. The initial Board, incorporators, voting members, or another authorized body may be responsible for adoption. Follow the legally required quorum, notice, and voting procedures rather than assuming that one approval method applies to every organization.

Record the adoption in the organization's minutes or other official records and identify the effective or adoption date on the maintained copy. Keep a clear record of subsequent amendments as well.

Be sure the bylaws are available to the people who need them

Directors and officers should have ready access to the current bylaws. Committee chairs, staff leaders, voting members, or others may also need access depending on the provisions that apply to their responsibilities.

Maintain one clearly identified current version so that outdated copies do not continue circulating. A secure Board portal or shared document system can be useful, with accessible printed copies available when needed.

Consider whether the bylaws should also be publicly available. Transparency may be useful for many organizations, although confidential or security-sensitive governance information should be handled appropriately.

Use your bylaws

Bylaws are useful only if the organization actually follows them. Directors and officers should know the provisions that govern their responsibilities, and staff should understand provisions that affect management, meetings, records, or other operational responsibilities.

Keep the bylaws available when formal governance business is conducted. Before an election, appointment, removal, special meeting, bylaw amendment, significant Board action, or other unusual governance event, review the relevant provisions rather than relying on memory.

A parliamentarian may help organizations that use formal parliamentary procedure, but responsibility for following the bylaws does not belong to one person alone. Board leaders, directors, officers, members where applicable, and staff should understand the rules relevant to their roles.

If the bylaws are unclear, conflict with applicable law, or do not address an important situation, obtain appropriate guidance rather than improvising around them. The answer may involve interpreting the existing provision, consulting legal counsel, adopting a policy, or formally amending the bylaws.

Review and amend your bylaws periodically

Bylaws should be stable enough to provide continuity, but they should not become permanently disconnected from the organization they govern. Review them periodically and when significant changes occur, such as:

• A major change in governance structure
• A change in membership rights
• A merger, restructuring, or major program expansion
• Changes in applicable law
• New remote-meeting or electronic-governance practices
• Persistent confusion about authority or procedures
• A mismatch between the bylaws and the organization's actual governance practices

The bylaws themselves should describe who may propose amendments and how amendments are adopted. Follow that procedure carefully, including any required notice, quorum, Board approval, member approval, or other formalities.

Don't amend bylaws simply to make an action permissible after the organization has already violated them. Instead, address the governance issue transparently and determine the proper legal and procedural response.

Keep an accurate record of each amendment and the date it was adopted. When an amendment changes a matter also addressed in the articles of incorporation, tax-exemption filings, state registrations, or other official records, determine whether additional filings or notices are required.

In Summary

Bylaws establish fundamental rules for how an organization governs itself. They can clarify authority, Board and officer responsibilities, membership rights where applicable, meetings, voting, committees, amendments, and other important governance matters.

Bylaws should not be confused with articles of incorporation, Board policies, or day-to-day operating procedures. Each serves a different purpose, and bylaws must remain consistent with applicable law and the organization's organizing documents.

There is no single set of bylaws appropriate for every organization. Requirements vary according to jurisdiction, legal form, tax status, membership structure, and organizational needs. Reviewing reputable models can help, but organizations should develop provisions that accurately reflect their own governance and seek qualified legal advice when the legal implications are significant.

Finally, bylaws should be living governance tools rather than documents stored away and forgotten. Make them accessible, follow them in actual decision-making, review them as the organization changes, and amend them through the proper process when necessary. Clear and current bylaws can reduce confusion, strengthen accountability, and help an organization govern consistently in pursuit of its mission.