One of the most important documents for your association is the 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.

To be of any value, the bylaws need to be reviewed from time to time. Here is a checklist to help you get a review under way.

Review Committee

A committee should be designated to review the existing bylaws. It can be a standing committee (always in place) or a group that serves for a set period of time. It can be the same as the drafting committee, be totally separate or have a mix of members. The president of the association or the board should appoint the committee. How many people should be named to serve on the committee can vary, although you want to be sure it’s not so large that meetings become contentious or veer off point, or so small that the views of the group are too narrow.

More important than the number is the composition of the committee. It should include a cross-section of the membership so that all points of view are considered. Ideal candidates would be those with legal or governmental expertise or those who have dealt with issues faced by nonprofit associations.

Collecting Proposals

Since the power to adopt bylaws lies with the membership, it’s a good idea to accept proposals from the members. Be sure the members have a copy of the current bylaws, and give them some time to review them before the review committee meets. But set a deadline for proposals and stick to it.

You may want to form a drafting committee that solicits and reviews or generates proposed changes. Be sure to give the committee the power to reject proposals that are frivolous, non-applicable or ill-advised. You wouldn’t, for example, take seriously a bylaw that makes the president’s position a lifetime appointment.

Comparison Shop

Contact other associations and ask for a copy of their bylaws. Drawing comparisons from associations of similar size or composition may be particularly helpful. Be sure to find out how recently the bylaws were amended or adopted. That will tell you how up-to-date the concepts are.

Keep Them Real

Bylaws must be flexible. If bylaws 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.

Bylaws must always be realistic. For instance, you’d likely not want to enforce a bylaw that mandated expulsion from the association for a member who misses an assignment. Extenuating circumstances such as an accident or a mix-up on the part of the assigner that led to the official going to the wrong site or going on the wrong day should always be considered.

Dust Them Off

The bylaw review should take place every other year. Don’t go three years without a review. You want 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.

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


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