It’s easy for a non-profit’s bylaws to become forgotten, dusty documents filled with confusing legal jargon. Often, no one on the current board understands who created them or what half the provisions even mean, let alone refers to them.
However, for non-profit organizations that actively use their bylaws, these documents offer a fascinating look into their non-profit governance style. Do they micromanage, or are they more hands-off? One thing is sure: non-profit bylaws dictate how an organization must govern itself.
Ignoring or failing to follow these stipulations can seriously affect the organization and potentially even individual board members. Since bylaws are such a big deal, their content and use should be taken seriously.
So, what should you do and not do regarding non-profit bylaws? Let’s examine them.
The Dos of Non-profit Bylaws
Do: Get Expert Assistance
When drafting or amending your bylaws, seek help from an expert experienced in non-profit matters. This could be an attorney or a professional services firm. A couple of essential points:
- Don’t assume your attorney is well-versed in non-profit-specific issues. Many bylaws drafted by general attorneys need significant revisions. Improperly drafted bylaws can lead to legal challenges, internal disputes, or even jeopardize your organization’s tax-exempt status.
- Bylaws are legal documents. If you’re using a non-attorney professional, you’re getting self-help assistance. Ultimately, it’s still the board’s responsibility to provide input and vote to adopt the final document.
Do: Stick to the Basics
Think of your bylaws like the U.S. Constitution: they should address only the highest level of governing issues. This includes:
- Organizational purpose
- Board structure
- Officer position descriptions and responsibilities
- Terms of board service
- Officer/board member succession and removal
- Official meeting requirements
- Membership provisions
- Conflict-of-interest policy
- Any other non-negotiable elements your governing body deems essential.
An explicit provision for amending the bylaws in the future is a critical yet often overlooked element. This ensures that your non-profit’s constitution can adapt as circumstances change.
Do: Know What’s in Them
As a board member, you must understand each provision in your bylaws. If something is unclear, ask another board member or consult a professional. Calvetti Ferguson offers consulting services to help your board interpret complex bylaw provisions and ensure complete comprehension.
Do: Follow Them Religiously
You’re not just responsible for understanding your bylaws; you are also legally accountable for following them. This isn’t optional. In any dispute brought by another board member, an employee, a volunteer, or a service recipient, a court of law will side with your bylaws. Adhering to your non-profit’s governance documents protects the organization and its leadership.
Do: Keep Them Relevant
Times and circumstances change, and your governing document should reflect those changes. If your non-profit bylaws need amending to align with current realities, do it. Make sure the changes make long-term sense and follow the established amendment procedures.
The Don’ts of Non-profit Bylaws
Don’t: Treat Them as a Policy and Procedure Manual
We’ve seen bylaws that include everything from employee vacation rules to anti-smoking policies. This is entirely inappropriate. Bylaws are not the place for operational details. Create a separate policy manual for management purposes. Again, think of the Constitution versus a book of specific laws. Your non-profit’s operational guidelines belong elsewhere.
Don’t: Include Provisions That Tie Future Boards’ Hands
Be wary of including provisions that could hamstring future boards. Consider the long-term consequences of all provisions. For example, requiring an impossibly high percentage of members to approve amendments can lead to significant problems down the line, making it nearly impossible to update your non-profit’s governing rules.
Don’t: Fail to Review Them
All board members should familiarize themselves with the bylaws’ provisions at least annually. This simple practice can prevent costly errors and ensure continued compliance with your non-profit’s foundational document. New board members should receive a copy immediately upon joining the board.
Properly using an organization’s bylaws provides the necessary structure for effective governance and eliminates the guesswork that’s too common among ineffective non-profits. Good governance lays the foundation for good work.
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