Every officials group should draft and adopt a set of bylaws to govern the association. Here is a list of frequently asked questions covering bylaw basics.

What are bylaws?

Bylaws are rules adopted by an association to manage its affairs and regulate the internal practices and procedures of the association. Bylaws serve to define the relations, rights and duties among members and define the powers, duties and limitations of directors and officers. With a workable set of bylaws, setting out the rights and powers of members and officers, issues which often confront associations can be easily resolved.

Who decides on the bylaws?

The power to adopt bylaws lies with the membership. Sometimes a committee is appointed to draft proposed bylaws and then present them to the membership for consideration. The membership then has the opportunity to debate the merits of the proposed bylaws and suggest modifications to them. After debate and possible revisions, the membership is empowered to adopt the bylaws.

What are some basic guidelines to keep in mind when drafting bylaws?

First of all, bylaws must be flexible. If bylaw provisions are too rigid, the association will not be able to react to changing priorities or new projects. Conversely, a set of bylaws cannot be subject to amendment every time an important decision must be made. In addition, bylaws should be clearly written in order to provide a sound basis for the activities of the board of directors as the board works to achieve the goals of the association. Bylaws should let members know, in plain language, what is expected of them. A well-drafted set of bylaws provides an association with a sense of order as it makes decisions and sets policy, enabling it to function more smoothly, more efficiently and in a businesslike manner.

How often should bylaws be updated?

Regular review of the bylaws should be made every two or three years to ensure that the current practices of the association conform to the bylaws and that the existing bylaws provide a workable framework for governing the association.

How should a review be conducted?

The president of the association, with the approval of the board, should appoint a committee to review the bylaws. The composition of the committee should include a cross-section of the membership so that all points of view are considered. The member with the best schedule may or may not necessarily be a good person to serve on this committee. A new member may be useful person on this committee if they have membership experience in other nonprofit associations, have a business background, or possess some good old common sense.

Is it vital for an attorney to review an association’s bylaws?

If the association has the funds to enable it to afford such a review, it would be money well spent. In a best case scenario, an attorney member can review the association’s bylaws gratis or for a reduced fee. Merely having any attorney review the association’s bylaws is not necessarily the thing to do. The attorney should have some background with nonprofit membership organizations as well as an understanding of how your particular association functions. It may also be a good idea to have an attorney review proposed amendments to ensure that an amendment is properly worded, the language of the amendment is consistent with the amendment’s intent, and the amendment conforms to the association’s state law.

What is the best way to present proposed amendments to the membership?

Distribute a copy of the current bylaw provision, the proposed amendment, and a statement of the rationale behind the adoption of the amendment. In this way, members will have a clear understanding of the text of the bylaw provision, the proposed amendment, and the reasoning behind the adoption of the amendment.

This article is for informational purposes only and is not legal advice.


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