• Patrick Larkin

Facing Bylaw Rewrites Without Fear

Updated: Apr 20


“I would rather get a root canal.”


That was the response a colleague had when we were recently discussing a much-needed rewrite for the bylaws of a nonprofit organization. Many individuals and organizations feel the same way about drafting or reviewing their bylaws. But they ignore them at their own peril.


Bylaws are the rules of the game by which an organization is governed. They are a legal document describing the broad charitable purpose of the organization; the size and function of your board; election, terms and duties of directors and officers; and the basic rules for voting and holding meetings.


I have known too many organizations that have had a board member who never comes to meetings, doesn’t financially contribute to the organization, and otherwise doesn’t uphold their responsibility on the board. But when directors go to the bylaws to see what recourse they have, they discover that there may not be term limits or processes for removing a director. Well-written bylaws can help avoid these uncomfortable situations.


Because states have statutes that govern nonprofits, you should ensure that your bylaws contain any mandatory provisions required by the state. For example, a state may require an audit committee separate from the finance committee and may dictate the makeup of such committees. It is always best practice to include these items within your bylaws so that there is never any question about how the organization should govern, or relying on individual board member’s memory or knowledge to stay in compliance. It is always a good idea once you have written or revised your bylaws to have a lawyer review them.


So writing or revising bylaws need not be faced with dread like going to the oral surgeon. Rather, like brushing and flossing every day, bylaws can be easy to write and even easier to change if you are well-organized and have a good plan in place for how to go about it. Having bylaws in place will help eliminate confusion and encourage consistency in how your organization is supposed to govern so you can reach your goals.


If your organization is struggling to craft or implement bylaws, CSR has a new service offering specifically tailored to the needs of nonprofit organizations. Learn more here, or reach out to see how we can help.



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