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Nonprofit Bylaws Tune-Up What to Include, What to Avoid, and How to Make it Happen

BACKGROUND

Your nonprofit organization is legally required to adhere to your organization`s bylaws. Your Board Development Committee can recommend changes to your bylaws if you are not in compliance. Your board can vote to approve new bylaws. Your bylaws should tell you what portion of your board needs to approve bylaw changes.

Car Tune Up

CHANGING YOUR BYLAWS – STEPS YOU CAN TAKE

Assign the task of changing your bylaws to your Board Development (or ad hoc) Committee.

DOs AND DON`Ts OF NONPROFIT BYLAWS – Keep them simple.

INCLUDE THESE TOPICS IN YOUR BYLAWS:

1. Your Mission Statement

2. # of Board Members (Use a range. For example: » 5 to 15 board members»)

3. # Board Members (majority or portion(2/3)) required to approve each of these actions:

General board approvals (meeting minutes, financial statements, strategy, budget changes)

4. List of officers (usually Chair, Vice Chair, Treasurer, Secretary)

5. Officers = Executive Committee and can decide on behalf of board in EMERGENCIES

6. Members – what do they approve (board members)?, is there an annual meeting?

7. E-mail provision – board voting by e-mail, meeting notification by e-mail

8. Dissolving the organization (generally any funds go to an org with a similar mission)

AVOID THESE TOPICS IN YOUR BYLAWS IF YOU CAN:

1. Board members that represent constituencies (very cumbersome)

2. Large board size (the larger the board, the more work there is) (13 – 15 members is usually ideal)

3. Committee lists (too restrictive)

4. Month to vote in new members (too restrictive)

5. Month when a member meeting is required – this can be included in a policy statement

5. Hard copy, written notification of anything

6. Any decision requiring unanimous vote

ADDITIONAL RESOURCES:

Your bylaws are subject to the corporation laws of the state in which your organization is incorporated. To find out if there are any guidelines or requirements for nonprofit bylaws in your state, go to http://www.irs.gov and search on »State Corporation Commission» to find the website for your state. Follow the recommendations they have for your original and subsequent bylaws.

Nonprofit Bylaws Tune-Up – What to Include, What to Avoid, and How to Make it Happen

Alyson Howe Ball, a board expert, often consults with her clients by teleconference. Her practical tips and easy-to-use tools have helped hundreds of executives and their boards work smarter not harder. To learn more about the booklets that would strengthen your board go to

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