Non-profit bylaws contain the guidelines and instructions for way a non-profit organization can conduct their affairs. They also provide guidance to the nonprofit’s board of directors and management personnel. The bylaws therefore can serve as a reference throughout the duration of the nonprofit’s existence, and can help to avoid and remedy organizational conflicts.
Non profit bylaws shouldn’t contain any provisions or clauses that are in disagreement with the organization’s articles of incorporation, or with state and federal laws.
A non profit organization’s bylaws should include basic information such as:
- The organization’s mission or purpose
- Matters regarding the election or selection of directors
- Guidelines for when, how, and in what manner the board can take action
- Guidelines for when and how board meetings can be called
- Responsibilities, duties, and authority of each board member or officer
- How directors and officers can be held liable for violations
- Reporting duties to and from the directors
The bylaws can also include other, more specific issues such as suspension or termination of various members, classes of membership in the organization, what to do in the event of a non-profit contract dispute, and rights of individual members. These can be tailored to each individual non-profit, but they should not be in conflict with other organizational documents and policies.
Some common mistakes associated with nonprofit bylaws can include:
- Outdated or incorrect mission statements (be sure the mission statements reflect the organization’s current goals and intentions)
- Unclear instructions regarding meeting votes and procedures
- Failing to distinguish between director duties and duties of other members
- Inconsistencies with other organizational documents
- Conflicts with state law
As you can tell, careful planning is necessary when instituting the organization’s bylaws. These should be regularly updated so as to avoid legal conflicts.
Drafting a non-profit’s bylaws usually requires the assistance and guidance of a lawyer. You may need to hire a business lawyer if you need help drafting or reviewing your organization’s bylaws. A qualified lawyer in your area can provide you with legal advice to ensure that your bylaws are clearly drafted. Also, in the event of legal dispute, your attorney can help you file a lawsuit if needed.