Bylaws Review – It’s an Opportunity! - An Association Management Company

November 2018 – Rick Szilagyi, Principal

Reviewing your organization’s bylaws needs to be done routinely, AND it does not have to be a dreaded task. In fact, it can be an opportunity. The second paragraph of the first article linked below, “The Bylaws of a Nonprofit” by Joanne Fritz, opens with, “Your nonprofit’s bylaws are both a legal document and a roadmap for your organization’s actions.” I am going to keep this brief, focusing on the latter phrase of that sentence.

In addition to keeping your organization’s bylaws current on inclusions, we recommend a review for modifications which, once made, will assist your organization’s operations in the pursuit of its mission. For example, if your bylaws are somehow limiting the board of directors from taking actions that would improve the health of the organization, then changes to the bylaws should be considered. It goes without saying that it is the responsibility of the board of directors to avoid changes that would be contrary to the regulations governing its particular type of 501(c) organization. But there is a lot of latitude granted to the board relative to the construct of its bylaws.

Pain points should be identified. Clauses that make progress a challenge should be reviewed, remedies presented and evaluated by the board, and finally the process for amending can be followed. Perhaps even the amending process warrants a fresh look, if past experience indicates it has been presented more of a challenge to complete than is necessary. In Greg McRay’s article, “Nonprofit Bylaws – The Dos and Don’ts”, he lists a few global ideas of things to avoid, such as treating the bylaws as a policy manual, and making the bylaws too restrictive for future boards.