Don't Let Bygone Bylaws be Bygones

Whether an organization's bylaws are a dusty relic, daily reference material, or somewhere in between, it’s important to understand the role they play in an executive director’s leadership development as well as their ability to get things done. 

Knowing the bylaws inside and out helps leaders anticipate conflict, correct or prevent undesirable conditions, and positions them as the authority in organizational knowledge.  

When should bylaws be reviewed?

While a regular read-through of the bylaws should take place on at least an annual basis, a formal review may only need to be conducted every 3-5 years. Check the current bylaws to find out what is required to conduct a review and/or make amendments. If your bylaw review process is particularly cumbersome or requires extensive measures in order to make amendments, be sure to update these requirements as part of your review. Make the most of each review by being thorough and addressing every section. 

If you’re conducting a review after many years or after a period of significant change, it is likely to become a large-scale project. Be sure to allocate enough time and resources to yield a productive result. Putting off an overdue bylaw review can become a liability for your organization, especially if you are not in compliance with the nonprofit laws in your state or if a critical situation arises for which your bylaws provide no guidance. 

Who should review them first? 

Before embarking on a full-scale review of the bylaws, have them reviewed by an attorney who is familiar with the nonprofit laws in your state. This will ensure that all major areas of non-compliance are flagged at the start of the process and helps prevent the committee from doing double work. Don’t engage a committee to do weeks or months of work without first having the legal aspects addressed - or you will be almost certain to need additional edits. 

What are the top items that should be closely reviewed?

Which items require review and how the amended articles will take shape will be quite unique to each organization. However, there are five key areas that every leader should inspect:

Language - It’s important to recognize that effective bylaw language requires a balance between specificity and flexibility. In both cases, language must be clear and unambiguous. If allowed, try using restatement to add clarifying language to your document instead of making an amendment. Also, check for gendered language and exclusionary words or phrases; be intentional about the messages your governing documents send. 

Eligibility requirements - (for board members, board officers, and members [if applicable]) are the stated requirements appropriate and sufficiently broad enough to attract the people you need to achieve your objectives? Remove unnecessary barriers to entry and consider whether your eligibility requirements support the organization’s inclusion and diversity goals. 

Term limits (for board members and officers) - Finding the right balance between retention and turnover will be the magic ingredient in your board development process. If your organization doesn’t currently have term limits for it’s board members - or if the term limits are preventing meaningful engagement and healthy turnover - this must be corrected immediately. And, be sure to run through term-limit scenarios for directors who become officers and vice versa. These scenarios should support your succession planning goals. 

Personnel - bylaws should document the existence of an executive director or CEO (or the top paid position in your organization) and refer broadly to the duties, responsibilities, powers, and limitations of the role. The personnel section should also specify that the ED or CEO has the responsibility of hiring and managing additional staff. For all intents and purposes, a leader who isn’t mentioned in the bylaws, does not exist. 

Committees - reduce the effort you put into managing or maintaining dormant committees by only listing the main committees of the organization in the bylaws (executive committee, finance & audit committee, nominating committee, etc.) Resist the urge to add all board committees - in the event that they are no longer needed or they are changed in the future. It is enough to add provisions that allow for the addition (or dissolution) of standing and ad hoc committees as the board sees fit. 

What should NOT be included in bylaws?

In general, policies, procedures, and other guidance should not appear in the bylaws. These should be documented in handbooks, manuals, and other more-easily-updated documents. Avoid adding any of the following to your bylaws: Board/Staff Policies, Board/Staff Job Descriptions, Operating Procedures, Charters/ Articles of Incorporation, Financial Policies, Fundraising Guidelines, Marketing Guidelines.

How should we conduct a review? 

A thorough and effective bylaw review doesn’t need to be overly complicated or time consuming. With the proper planning and the help of a committee who understands the expectations, it can be a smooth and efficient process. Click here to download a one-page quicklist of the bylaw review process.