Write Bylaws

Non-profits and other entities or organizations use bylaws as a formal and legally-recognized resource to identify the ways that the organization will work. For this reason, bylaws are extremely important. Bylaws are often considered the “operating manual” for an organization. If you have been called upon to write bylaws for your enterprise or organization, you will want to approach the task in an organized manner.

Steps

Planning Your Bylaws

1. Understand the purpose of bylaws. Bylaws are an organization’s written rules. Bylaws are important because they can help resolve problems or conflicts that arise. For example, if you have difficulty with an officer of the organization, then you can read the bylaws to see what steps you are authorized to take. Bylaws can also cover the following:
   • the organization’s name
   • the organization’s purpose
   • membership requirements
   • the titles and responsibilities of officers
   • how officers are assigned
   • how meetings will be conducted and when they will be held
2. Designate members to write the bylaws. To start, it is necessary to consult with most or all members who helped to start an organization. Pull in at least two or three other people to give input and help write the bylaws.
   • If you are starting a non-profit organization, for example, you will need a board of directors who will then give input and help write the bylaws. Working as a team ensures that all perspectives will be represented and accounted for in the bylaws.
   • Try to make sure that the bylaw committee reflects an accurate cross-section of your organization. Do not tilt it too heavily with people from one section of the organization or one level of the organization’s hierarchy.
3. Gather information. To properly draft bylaws, you need to understand the organization: its purpose, how officers will advance that purpose, and the future of the organization. To gather this information, meet with all members of the organization and talk about how they envision the organizations’ purpose and what jobs will be necessary to make that purpose a reality.
   • You also want your bylaws to be consistent with other core documents, such as your articles of incorporation, governance policies, and any other documents that reflect how the organization is operated. Gather those documents as you prepare to draft the bylaws.
   • In particular, make sure the number of board positions and position descriptions are the same on all documents. Make sure too that the meeting days are the same, along with other minor details. If you are affiliated with another entity, such as a state department of education or similar, you should confirm that your bylaws are consistent with that entity’s expectations and requirements.
4. Get sample bylaws. Try to find bylaws for organization similar to yours. You should never simply copy them, but they can serve as a useful guide when drafting your own.
   • Call organizations like yours and ask if you can see a copy of their bylaws.
5. Meet with an attorney. Consulting with a lawyer who specializes in non-profits can be useful in making sure that your bylaws cover the necessary ground. An attorney can also make sure your bylaws harmonize with your state’s non-profit law. Non-profit laws may contain prohibitions, such as limitations on proxy voting, and you should be aware of these before drafting your bylaws. Any bylaw article that violates your state’s non-profit law will be void.
   • You can find an experienced attorney who specializes in non-profits by visiting your state’s bar association, which should run a referral service.
   • If costs are a concern, you may be able to get help from a pro bono organization in your area. Legal aid organizations typically help indigent individuals, but many also help non-profit organizations. You can search for legal aid organizations by visiting this website.
6. Structure your bylaws in an outline format. Bylaws are typically written with section headings called “articles” and paragraphs called “sections.” This structure will make your bylaws more readable and standardized with other bylaws. This format also facilitates finding information on voting rules, committees, and other elements you may have questions about as the organization gets going.
7. Begin each article with a heading titled ARTICLE. These headings will be in all capital bold letters and numbered with Roman numerals. Center this heading on the page.
   • For example, the first article would be titled: ARTICLE I: ORGANIZATION. The second article would be titled: ARTICLE II: PURPOSE.
8. Number every subheading section within each article. For each section in every article, number them clearly and give a one- to two-word descriptor of the section.
   • For example, you might write: Section 1. Regular Meetings. This would be followed by a brief description of the protocol for regular meetings. Then you’d write: Section 2: Special Meetings. This would be followed by a brief description of protocol for special meetings.
9. Use simple yet clear language for your bylaws. Bylaws are legal documents, so you want to sound professional. When looking at a bylaws template or sample, study the language they use. Keep an appropriate tone and use understandable vocabulary.
   • Although bylaws are legal documents, you do not need to use obscure “legalese.” Instead, you should use simple language that is easy to understand.
   • Keep details for policies, not the bylaws. The bylaws are the guidelines with which to implement specific policies. Therefore, the bylaws should be flexible and able to be interpreted in conjunction with more detailed policies. Keep the bylaws fairly general.
10. Tailor the bylaws to your specific organization. Many templates and other instructions regarding writing bylaws are intentionally general so that they can be tailored to your organization. Your organization might have specific needs that require certain elements that other organizations do not.
    • Writing church bylaws: A church’s bylaws will include a section about the congregation’s minister. This section would address the minister’s relationship to the congregation, the qualifications the minister should have, and the process for bringing on a new minister or dismissing the current one. Sample language might start out with: “The Minister is the religious and spiritual leader of the church. He or she shall have freedom of the pulpit and of speech. The Minister is an ex official member of the Board and of all committees, except the Nominating Committee.”
    • Writing corporate bylaws: For corporate bylaws, you might also include sections that address frequency of shareholder meetings, issues pertaining to company stock, and so on.

Writing Your Bylaws’ Articles

1. Write the Organization Name Article. This is a brief statement that identifies the official name of your organization. You can also give the primary operating location of your office in this article. If your organization is not physically fixed to a location (if you are a primarily online group, for example), you do not need to include an address.
   • You might write in this section: “The name of the organization shall be the ABC Elementary PTO.”
2. Include the Organization Purpose Article. This article will include your mission statement and vision for the organization. This can be a fairly basic one-sentence statement. You can make it more complex, if you so choose.
   • Sample language might read: “The organization is organized for the purpose of supporting the education of children at ABC Elementary by fostering relationships among the school, parents, and teachers.”
3. Draft the Membership Article. This article will address several sections, including eligibility (who can become a member and how), dues (do members need to pay a fee to join? Do they need to pay a fee annually?), classes of members (active, inactive), requirements for how to remain a member, and how to withdraw from membership.
   • Sample language for the first section under the Membership heading might read: “Membership is open to all who sympathize with the church's purposes and programs, regardless of race, creed, gender, sexual orientation, age, national origin, and mental or physical challenge.”
   • Continue with subsequent sections describing dues, requirements for remaining a member, and how to withdraw from the organization.
4. Write the Officers Article. This article will address several sections pertaining to officers, including listing each office, the duties related to each office, how officers are nominated and elected, terms of office (how long they can serve in their position), and how to handle vacancies.
   • For example, for the first section, you might write: “The officers of the organization are a president, vice president, secretary, treasurer, and three directors.” Then you will follow this with the other sections regarding officers, providing a description of each officer’s duties, and so on.
5. Include the Meetings Article. This article covers several sections that outline how often meetings will take place (quarterly? Semiannually?), where the meetings will take place (at the primary location of operation?), and how votes can be cast for motions.
   • This article also establishes the number needed for a quorum, or the number of board members who must be present for motions to be carried. If an organization has nine board members, and the bylaws require two-thirds of the board to make up a quorum, then at least six board members must be present to make decisions for the organization. Some states may require a minimum for a quorum; check with your Secretary of State to find out your state’s requirements.
   • Sample language for the first section of this article might read: “Regular meetings of the society shall be held on the first Tuesday of each month.” Then proceed to address the other sections in the rest of this article.
6. Write the Committees Article. These committees are specific to your organization, but they might include a volunteer committee, publicity committee, membership committee, fundraising committee, and so on. Include a brief description of each of these committees. Follow this section with a brief description of how committees can be formed (appointed by the board of directors?).
   • Sample language might read: “The society shall have the following standing committees,” followed by a list and brief description of each committee that you have.
7. Draft the Finances Article. You should specify when a budget will be created, who will be responsible for keeping financial records (usually the treasurer), how expenses are approved, and what will happen to funds should the organization dissolve.
   • For example, you could write: “A budget shall be drafted in the summer for the following fiscal year and shall be approved by a majority vote of the Board.”
   • Then, you can assign to the treasurer (or another officer) responsibilities for keeping financial records: “The treasurer shall keep accurate records of any disbursements, income/credits, and bank account information.”
8. Write the Parliamentary Authority Article. Parliamentary authority is the set of guidelines that govern your procedures for how your organization is run. Many organizations abide by Robert’s Rules of Order, a guide for how to run meetings in an assembly of people in order to ensure that voices are heard and taken into account.
   • An article on parliamentary authority will also name the specific resource that guides the bylaws, procedures and operation of the organization.
   • Sample language might read: “Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.”
9. Include the Amendments and Other Provisions Article. While the bylaws are intended to be useful and to accommodate many situations that might arise in an organization’s life, from time to time they do require amendments. You should write into the bylaws what amendment process you will use. Including an amendment process will demonstrate that your organization is flexible and understanding of change.
   • Do not make it too difficult to amend the bylaws. Instead, choose a process that is appropriate for the culture and politics of your organization. You can also include a section here that states your fiscal year, or you can include a separate article that states your fiscal year.
   • Sample language regarding amendments might read: “These bylaws may be amended or replaced at any meeting of the society by a two-thirds (2/3) vote of those present and voting. Notice of any proposed change shall be contained in the notice of the meeting.”
10. Write the Conflict of Interest Article. Your organization should protect itself against a personal or financial conflict of interest from the board of directors or other officer. Include an article that specifies what should happen if someone has a conflict of interest.
    • Sample language might be: “Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall (a) fully disclose the nature of the interest and (b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.”
11. Insert a Dissolution Clause Article. Some state laws require a dissolution clause, or a statement that describes how the organization can be closed down. This can be a good idea even if your state does not require this clause, as it can help protect your organization in the event of in-fighting.
    • Here, you might write: “The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.”
    • Some states require organizations to include a dissolution clause in their bylaws. Check with your state’s Secretary of State for specific information.

Finalizing Your Bylaws

1. Compile the articles into one document. Use consistent formatting throughout the document and use one font and one font size (11- to 12-point font is most readable). Include a title page with the name of your organization, the date of the last revision of the bylaws, and when the bylaws go into effect.
2. Ask a professional parliamentarian to review your bylaws. Your bylaws will outline procedures by which to run the organization, conduct meetings, elect officials or committee leaders, and so on. These procedures are based on rules that dictate what happens first, how many people need to vote to reach a decision, who can vote by proxy (sending in their vote instead of voting in person), etc. A professionally credentialed parliamentarian is someone who is an expert in these rules and procedures.
   • Parliamentarians can be found by contacting associations such as the American Institute of Parliamentarians or searching online for “professionally credentialed parliamentarian” in your state. You will likely need to pay a consulting fee for their services.
3. Adopt the bylaws in an organization meeting. The bylaws need to be accepted by the organization in order for them to take effect. The director of the organization generally has the authority to adopt the bylaws.
   • Include a statement at the end of your bylaws that attests to their adoption, and include the date of adoption. The secretary of the organization should sign this statement as well.
4. File your bylaws with your state, if necessary. Some states require that bylaws are filed with the state, while other states require only periodic reporting of key personnel and financial information. Check with your Secretary of State to find out if you need to give a copy of your bylaws to your state agency.
   • Corporate bylaws are typically not filed with any official agency. Many states require that corporations write bylaws, but you don’t have to file them with your state. They may be shared with stockholders and other key individuals, however.

Storing and Using Your Bylaws

1. Keep your bylaws in a central location in your organization’s offices. Store them in a binder with your articles of incorporation, minutes of meetings, list of names and addresses of directors and other principal executives of the organization, membership records, and so on.
   • It can be a good idea to make your bylaws easily accessible to your members by posting them on your website or having them readily available at your offices. While there is no requirement that bylaws should be publicly available, doing so could make your organization seem more accountable and transparent.
2. Bring bylaws to membership and executive meetings. Having the bylaws on-hand will be useful when you hold membership or executive meetings. Consult the bylaws when you are voting on a motion, deciding on committee or board members, or otherwise engaging in activities specifically outlined in your bylaws. Your meetings will run smoothly, and members will be reassured that their views are properly represented.
3. Review bylaws regularly and keep them current. As your organization changes, your bylaws may also need to change. The key to making the bylaws adaptable to change is to make them flexible and amendable in the beginning. For example, you can include a range of the number of board members the organization will have instead of a hard number. Then you can either amend the bylaws to accommodate minor changes, or revise the bylaws to incorporate more substantial changes.
   • You can make minor changes with amendments, which may cover the addition of a new committee, for example.
   • If you are going to revise the bylaws, you should first hold a meeting of the organization’s members in order to provide input on what the revisions should be. Give notice to your membership that you will be holding a meeting to discuss and revise the bylaws, and give them the opportunity to submit changes for consideration.
   • A few subcommittees should work on the revisions: one subcommittee can write the revisions, another subcommittee can check these revisions for inconsistencies, and a third subcommittee can check the revisions for spelling and grammar. Present the final revisions to the membership to vote on the changes.

Tips

• There are many different styles and versions of bylaws, and no two sets are the same. It is useful to consult a range of bylaws, especially those from organizations that are similar to your organization.
• Consult with another organization to learn about their process for writing and refining their bylaws.
• It’s a good idea to appoint a different subcommittee to check for consistency with your bylaws. The group writing the bylaws may overlook inconsistencies just by virtue of being closely involved with the actual writing. Having another group double-checking your work, so to speak, can help eliminate inconsistencies.

Sources and Citations

See also

• Change a Law Through the Democratic Process
• Get Into Law School
• Sue for Copyright Infringement
• Address an Attorney on an Envelope
• Become a Paralegal
• Write a Constitution
• Pass the California State Bar Exam Without Law School
• Pass the Bar Exam
• Amend the Constitution
• Write an Opening Statement

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• Amend Nonprofit Bylaws
• Start a Nonprofit Organization
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