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
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. [2] X Research source Do not tilt it too heavily with people from one section of the organization or one level of the organization’s hierarchy.
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. [3] X Research source
Call organizations like yours and ask if you can see a copy of their bylaws.
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.
For example, the first article would be titled: ARTICLE I: ORGANIZATION. The second article would be titled: ARTICLE II: PURPOSE.
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. [7] X Research source
Although bylaws are legal documents, you do not need to use obscure “legalese. ” Instead, you should use simple language that is easy to understand. [8] X Research source 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.
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. [9] X Research source 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. [10] X Research source
You might write in this section: “The name of the organization shall be the ABC Elementary PTO. ”[11] X Research source
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. ”[12] X Research source
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.
For example, for the first section, you might write: “The officers of the organization are a president, vice president, secretary, treasurer, and three directors. ”[14] X Research source Then you will follow this with the other sections regarding officers, providing a description of each officer’s duties, and so on.
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.
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.
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. ”[16] X Research source
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. ”[18] X Research source
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. [19] X Research source 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. ”[20] X Research source
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. ”
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. ”[21] X Research source Some states require organizations to include a dissolution clause in their bylaws. Check with your state’s Secretary of State for specific information.
Parliamentarians can be found by contacting associations such as the American Institute of Parliamentarians[22] X Research source or searching online for “professionally credentialed parliamentarian” in your state. You will likely need to pay a consulting fee for their services.
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.
Corporate bylaws are typically not filed with any official agency. Many states require that corporations write bylaws,[25] X Research source but you don’t have to file them with your state. They may be shared with stockholders and other key individuals, however. [26] X Research source
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. [28] X Research source
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. [30] X Research source
