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How to Write Bylaws
Bylaws serve as the foundation for how an organization operates, providing a formal and legally recognized framework for its internal processes. They are essential for outlining the roles, responsibilities, and governance structure of the organization. Considered the “operating manual” for the entity, bylaws ensure clarity and consistency in decision-making and daily operations. If you’re tasked with drafting bylaws, it’s important to approach the process systematically and thoughtfully.
Part1 Planning Your Bylaws
1. Understand the purpose of bylaws
Bylaws are the written rules that guide an organization’s operations. These rules are crucial because they can help resolve conflicts or problems that may arise. For instance, if there is an issue with an officer, the bylaws can provide a roadmap for how to handle the situation. Common aspects covered by bylaws include:
- The organization’s name
- The organization’s purpose
- Membership requirements
- Titles and responsibilities of officers
- How officers are assigned
- Procedures for conducting meetings
Small Title: Key Elements of Bylaws
2. Designate members to write the bylaws
To start drafting bylaws, it’s important to gather input from various members, particularly those involved in the organization’s founding. Ideally, a team of at least two or three people should be designated to help write them. For non-profits, this often includes the board of directors. Ensuring a diverse group of perspectives will help create a well-rounded and effective set of rules. Make sure the committee reflects a fair representation of all sections and levels within the organization.
Small Title: Collaborative Bylaw Writing
3. Gather information
Before drafting bylaws, it’s essential to fully understand the organization’s purpose, its operational needs, and the roles of officers in advancing these objectives. Consulting members and gathering their input on the organization’s vision can help ensure the bylaws reflect the group’s needs. Also, align the bylaws with other foundational documents like articles of incorporation and governance policies. If you are affiliated with a government entity, ensure that the bylaws are in compliance with their regulations.
Small Title: Collecting Organizational Data
4. Get sample bylaws
Looking at bylaws from similar organizations can be helpful as you begin drafting your own. Although you should never copy them verbatim, sample bylaws can provide valuable insight and a starting point for your work. Consider reaching out to organizations like yours to see if you can access their bylaws for reference.
Small Title: Using Samples for Guidance
5. Meet with an attorney
Consulting with a lawyer who specializes in non-profit law can be beneficial. An attorney can ensure that the bylaws are comprehensive and legally sound, especially in accordance with your state’s non-profit regulations. Non-profit laws may contain specific restrictions, like limitations on proxy voting, that should be addressed in your bylaws. If needed, you can find specialized legal help through your state’s bar association or pro bono organizations.
Small Title: Legal Consultation for Bylaws
6. Structure your bylaws in an outline format
To ensure clarity and ease of reference, structure your bylaws using an outline format. Each section, known as an “article,” should be followed by “sections” that elaborate on the specific details. This format not only ensures readability but also standardizes your document with common legal frameworks, making it easier to find and review specific clauses later.
Small Title: Organizing Your Bylaws
7. Begin each article with a heading titled ARTICLE
Each article should be titled using all caps and Roman numerals. For instance, the first article might be titled: ARTICLE I: ORGANIZATION, and the second could be ARTICLE II: PURPOSE. This format helps organize the content and gives the document a professional appearance.
Small Title: Formatting Articles Properly
8. Number every subheading section within each article
Subsections within each article should be clearly numbered and labeled with concise headings. For example, you could have Section 1: Regular Meetings followed by a description of meeting protocols, and Section 2: Special Meetings to outline the rules for non-regular meetings. This ensures that your bylaws are easy to navigate.
Small Title: Subheading and Section Clarity
9. Use simple yet clear language for your bylaws
Although bylaws are legal documents, it’s important to keep the language simple and clear. Avoid using overly complex legal jargon that might confuse readers. While professionalism is necessary, the goal is to make the bylaws accessible and understandable to everyone involved in the organization. Keep the content general, as bylaws should offer a framework for governance rather than detailed operational procedures.
Small Title: Simplicity in Legal Language
10. Tailor the bylaws to your specific organization
Bylaws should be customized to meet the unique needs of your organization. While many templates offer general guidelines, it’s important to adjust the content to reflect the specific functions and structures of your organization. For example, a church’s bylaws might address ministerial duties, while corporate bylaws might detail shareholder meetings and stock policies.
Small Title: Customization for Your Organization
References
- Non-Profit Bylaws: A Legal Guide
- How to Draft Bylaws for Your Organization
- Guide to Non-Profit Bylaws
Part2 Writing Your Bylaws’ Articles
1. Write the Organization Name Article
The first article in your bylaws should identify the official name of your organization. It may also include the primary location of your organization’s office. If your organization operates primarily online, there is no need to provide a physical address.
Sample language: “The name of the organization shall be ABC Elementary PTO.”
Small Title: Identifying Your Organization
2. Include the Organization Purpose Article
This article outlines the mission statement and the overarching goals of the organization. You can keep it concise or elaborate based on your preference.
Sample language: “The organization is formed to support the education of children at ABC Elementary by fostering collaboration among the school, parents, and teachers.”
Small Title: Defining the Purpose
3. Draft the Membership Article
This article should include the eligibility requirements, dues (if any), different membership classes, and the process for both maintaining and withdrawing from membership.
Sample language: “Membership is open to all individuals who support the organization’s purposes and programs, regardless of race, gender, age, national origin, or other protected classes.”
Small Title: Setting Membership Terms
4. Write the Officer’s Article
This article specifies the officer positions within the organization, their duties, how officers are nominated and elected, terms of office, and procedures for handling vacancies.
Sample language: “The officers of the organization shall include a president, vice president, secretary, treasurer, and three directors.”
Small Title: Defining Officer Roles
5. Include the Meetings Article
This article defines how often meetings will be held, the location, the voting procedures, and quorum requirements.
Sample language: “Regular meetings shall take place on the first Tuesday of each month. A quorum shall consist of two-thirds of the Board of Directors.”
Small Title: Establishing Meeting Guidelines
6. Write the Committee’s Article
This article defines the standing committees, such as fundraising or membership, and outlines their formation and responsibilities.
Sample language: “The organization shall have the following standing committees: fundraising, membership, and publicity. Committees shall be formed by appointment from the Board of Directors.”
Small Title: Outlining Committee Structures
7. Draft the Finances Article
This article discusses financial management, including budget creation, the person responsible for financial records (usually the treasurer), approval of expenses, and the disposition of funds in case of dissolution.
Sample language: “A budget shall be created in the summer for the following fiscal year and approved by a majority vote of the Board. The treasurer shall keep accurate financial records of income, disbursements, and account balances.”
Small Title: Financial Management Protocol
8. Write the Parliamentary Authority Article
This article defines the parliamentary authority that will guide the organization’s meetings. Many organizations follow Robert’s Rules of Order to ensure fair and orderly proceedings.
Sample language: “Robert’s Rules of Order shall govern meetings when not in conflict with these bylaws.”
Small Title: Setting Parliamentary Guidelines
9. Include the Amendments and Other Provisions Article
Over time, bylaws may need amendments. This article outlines the process for making amendments and can also include fiscal year details or other provisions.
Sample language: “These bylaws may be amended or replaced by a two-thirds vote of those present at any meeting, with prior notice of the proposed change.”
Small Title: Amendment and Flexibility
10. Write the Conflict of Interest Article
This article ensures the organization protects itself from conflicts of interest that could arise among board members or officers.
Sample language: “Any director or officer with a financial or personal interest in a matter before the board shall fully disclose the nature of the conflict and abstain from voting or discussion on the matter.”
Small Title: Addressing Conflicts of Interest
11. Insert a Dissolution Clause Article
Some states require a dissolution clause, which defines how the organization can be disbanded. This clause protects the organization and ensures a smooth closure process.
Sample language: “The organization may be dissolved upon 14 days’ notice and a two-thirds vote of the members present at the meeting.”
Small Title: Dissolution Protocol
References
- Non-Profit Bylaws: A Legal Guide
- How to Draft Bylaws for Your Organization
- Guide to Non-Profit Bylaws
Part3 Finalizing Your Bylaws
1. Compile the Articles into One Document
Once you have drafted all the articles, compile them into one cohesive document. Ensure that the formatting is consistent throughout—use the same font and font size (11- to 12-point for readability). Also, include a title page with the name of your organization, the date of the last revision, and the effective date of the bylaws. This will help give the bylaws a formal, professional appearance.
Small Title: Finalizing the Bylaws Document
2. Ask a Professional Parliamentarian to Review Your Bylaws
Since your bylaws will define how your organization runs, it’s critical that they adhere to proper procedures for elections, decision-making, and other governance issues. A professionally credentialed parliamentarian is an expert in these rules. They can review your bylaws to ensure that all procedural elements align with recognized standards.
You can find parliamentarians through associations like the American Institute of Parliamentarians or search online for credentialed professionals in your state. Consulting a parliamentarian may incur a fee, but it ensures the quality and legality of your bylaws.
Small Title: Professional Review and Compliance
3. Adopt the Bylaws in an Organization Meeting
To put the bylaws into effect, they must be formally adopted by your organization. The adoption typically takes place during an organization meeting, and the director or board typically has the authority to approve them. At the end of the bylaws document, include a statement of adoption, specifying the date. The secretary should sign this statement to make the adoption official.
Small Title: Formal Adoption of Bylaws
4. File Your Bylaws with Your State, if Necessary
Some states require that bylaws be filed with a state agency, while others only require periodic reporting of key personnel and financial information. Before finalizing, check with your Secretary of State to determine whether you need to file your bylaws. For corporate bylaws, filing is generally not required, though bylaws should be shared with key stakeholders, including stockholders.
Small Title: State Filing Requirements
References
- How to Write Nonprofit Bylaws
- American Institute of Parliamentarians
- Nonprofit Bylaws Filing Requirements
Part4 Storing and Using Your Bylaws
1. Keep Your Bylaws in a Central Location
It’s important to store your bylaws in a secure, accessible location within your organization. Keep them in a binder alongside key documents like your articles of incorporation, meeting minutes, membership records, and contact information for directors and key executives. Consider making the bylaws accessible to members by posting them on your website or keeping them available at your office. While not legally required, making the bylaws public can enhance transparency and accountability.
Small Title: Organizing and Storing Bylaws
2. Bring Bylaws to Membership and Executive Meetings
Always have the bylaws available during membership or executive meetings. Having them on hand is essential when discussing motions, electing committee or board members, or addressing any matters outlined in the bylaws. This ensures that meetings are conducted properly and helps members feel confident that decisions are being made in accordance with the organization’s rules.
Small Title: Referencing Bylaws During Meetings
3. Review Bylaws Regularly and Keep Them Current
As your organization evolves, your bylaws may need to be updated to reflect these changes. It’s crucial to keep your bylaws flexible and amendable. For example, you might leave room for variation in the number of board members instead of fixing a set number. Minor changes, like adding a committee, can be made via amendments. If more substantial revisions are needed, gather feedback from the membership and hold a meeting to discuss potential changes. Ensure that any revisions go through a thorough review process, involving subcommittees for drafting, checking for consistency, and proofreading before presenting them for a vote.
Small Title: Regular Bylaw Reviews and Amendments
References