How to Write a Super Set of Nonprofit Bylaws: Part 2

Well, we’re back! It’s week two of our all-inclusive series on how to write your nonprofit bylaws, and we’re diving into the details this week! We know there’s so much to discuss on this topic, and we appreciate you following us along this journey. Today, join GrantWatch as we dive into detailed bylaw components, special sections that require special attention, and how you can balance flexibility and specificity in composing your guidelines as your organization grows and expands. Last week, we focused on the fundamentals to give you a clear vision of the importance of these guidelines and rules, and now we’re helping you to lay the groundwork.

The ultimate goal of this blog is to help provide you with tips and guidance on writing concise, effective bylaw provisions. The work you will do here will help with the governance and direction of your organization and its mission.

So, let’s dive in!

Breaking Down Bylaw Components:

Here, we will go into more detail about some of the components we mentioned last week. We will also address how to identify and outlay the specifics of governance structure, board and membership rules, and officer roles and responsibilities.

Let’s begin by examining the governance of your organization:

Firstly, your committee must decide on a clearly defined governance model for your organization. Will a board govern your organization exclusively? Or, will it be governed by a collective or shareholders? The clause laid out in the bylaws must be clear, concise, and specific and will impact much of the decision-making structure of your nonprofit.

Board and membership rules:

This is an essential part of the bylaws that needs to be addressed. This section will address all rules and requirements for membership to your nonprofit board. Since your board will (most likely) be in charge of governance, this will help navigate that process. Some things that need to be included here are any rules regarding elections, roles of officers, terms, election procedures, and rules and procedures that bind board members. Additionally, this section of your bylaws should lay out the qualifications required for members and any removal procedures or processes required.

Meeting protocols:

Here, you’ll address anything related to board meetings. This should include frequency, notice requirements, and quorum (how many members must be present to vote. Additionally, you’ll need to lay out decision-making processes for these meetings.

For example, here are the bylaws of the Wilton Food Pantry, an organization focused on food insecurity: “Regular meetings of the Board of Directors shall be held as determined by the Board President and confirmed by the Vice President, but not less than two times per quarter. Active participation by a voting member who is not a Director shall be allowed only with the permission of the presiding officer.” This provision only relates to the frequency of meetings, but you should also have sections related to notice requirements, quorum, decision-making, and the procedure for calling any special meetings.

Officers’ roles and responsibilities:

As we’ve previously discussed, understanding these roles is essential. This section needs to specify the roles and responsibilities of each key officer. This would include the President, Vice President, Treasurer, and Secretary. Here, it’s essential to include responsibilities (i.e., decision-making capabilities and role requirements) and succession procedures. In this case, it needs to be clear who represents the organization if the President or any other key board member is not available to fulfill their regular role.

Here’s a quick example: The National Trust for Historic Preservation, a privately funded nonprofit focused on historic preservation, has chosen to be governed by a board of trustees. Here’s how their succession clause reads:

In the event of a vacancy in the office of Chair of the Board of Trustees or during the Chair’s absence or inability to act for any reason, one of the Vice Chairs shall be designated by the Chair or the Executive Committee to act as Chair until such time as a new Chair is elected. If the designated Vice Chair is for any reason unable to act, the powers and duties of the Chair shall be exercised by the other Vice Chair, or by another member of the Executive Committee selected by said Committee. The Vice Chairs shall perform such other appropriate duties as the Board of Trustees, the Executive Committee, or the Chair of the Board may assign.

Now that we’ve tackled those key sections, we must address some special ones. These focus on policies that govern the behavior of board members and emergency provisions.

Special Sections Require Close Attention:

There are a few sections within your nonprofit bylaws that may have some legal ramifications. That’s why paying close attention and potentially seeking legal advice is essential.

Conflict of interest policies:

This lays out any responsibility board members have regarding disclosing or excluding themselves from voting due to a potential conflict of interest. Here, procedures must be in place to define what a conflict of interest would be defined as and what steps must be taken. This could look like a clause reading that all board members must disclose any potential conflict of interests and abstain from voting on such matters.

Policies related to fiscal matters:

These are going to require an incredible attention to detail. In this section, your committee will lay out any procedures related to the organization’s financial management. This means budget approval, financial reporting, and any procedures related to audits. Also, it would include whose responsibilities these matters would fall to. Typically, the critical officer with responsibilities here would be the board’s treasurer (in case of governance by a board). Remember to be as specific as possible!

Emergency provisions:

This section will relate to what happens in the case of emergency or unforeseen circumstances. It will include any procedures, provisions, and policies related to these events. This could mean who has acting authority if the entire board is unavailable to do emergency circumstances. The board generally lays out and ratifies these rules before implementation. These provisions can be subject to change in an amendment process (to be discussed in next week’s blog).

How To Balance Flexibility And Specificity In Your Nonprofit Bylaws

While we’ve discussed a lot of specifics in components of your nonprofit’s bylaws (more to come next week), there’s something else to keep in mind. That is, your nonprofit’s needs may not always be the same. And that is also true of the structures, responsibilities and other tenets laid out in these guidelines. That’s why it’s important to balance flexibility and specificity in your bylaws to allow for future changes.

You create this sense of balance by allowing the organization to evolve by avoiding overly rigid structures. One example of this may be to lay out the frequency of board meetings rather than specific dates. Another example may be having staggered terms for certain officer roles to allow for new members to join without disrupting the stability of the board. Additionally, in your quest to create this balance, be specific where it is essential to do so.

This could include aspects like:

• Financial management rules
• Officer roles and responsibilities
• Conflict resolution provisions.

Final Thoughts

Before we continue on to the final blog of this series, we want to provide you with some quick tips to writing your bylaw provisions:

• Use regular, easy-to-understand language when writing your different provisions
• Be consistent in your terminology
• Have regular reviews of your bylaws (more on this in week 3)
• Seek legal advice to ensure compliance with existing laws (state and federal)
• Use examples to provide context if needed
• Seek input from a diverse group of shareholders

We hope you’ve enjoyed the first two blogs of our series on compiling your nonprofit bylaws! Next week, we’ll clear up any remaining sections and take you on the journey to the final steps in this process. This will include reviewing, revising. and adopting and implementing your nonprofit bylaws.

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