Have you read your bylaws document? Be honest!
You should probably take a look at the Bylaws if . . .
- Your nonprofit was incorporated long ago
- There are few or no amendments throughout the years.
- You are the President/Chair, running meetings and you don’t know what the “Meetings” Article says
- There has been significant growth over the years
- There has been a significant change in size due to offerings or merger
Why periodic review is necessary
- The organization has evolved in either size or complexity since inception
- Business operation conventions have changed – modern language, technology and liabilities change over time.
- The Community within which the nonprofit lives has evolved around you
- Missions as originally stated may have evolved, drifted or strayed from the original purpose
“I’ve served two 3-year terms and have never read the bylaws. I don’t know if others have!” (anonymous board member)
The downside of operating outside your official bylaws?
Bylaws are legally binding. They articulate what is important to the organization – the mission and values and how you committed to operate when the organization was formed. Outdated bylaws could result in the loss of protections which may expose board members to personal liability. Bylaws contain an indemnification clause that protects board members who might be sued, as long as they are operating in the best interest of the organization. Outdated bylaws may indicate a failure of the board to hold board members accountable for working in the best interest of the organization and its service recipients. If uncovered, failure to follow bylaws can understandably result in lack of community confidence and/or financial support in terms of donations. It may also result in the attention of the State Attorney General who is charged with oversight – there could be investigations, fines and at worst, eventual loss of federal nonprofit status. Finally, when the guidance for doing things the right way is weakened or ignored, internal conflict among board members or between the executive director and the board can result. Staff members can also lose confidence in the board’s leadership or even the values they feel reflected the integrity of the organization.
Articles that are most likely to need modification would be Board powers and duties, which typically reflect the stage of development the organization was at when that bylaws version was written. As most nonprofits start very small and then grow over time in size and complexity, board member duties change as well. Executive director’s duties will change for the same reasons. The committee structure changes often as new services are added or removed to reflect community needs and to achieve the mission. What committees are needed is a direct reflection of the mission and general services provided. Finally, the Dissolution section outlines what happens if the organization is dissolved and where the assets can be placed. It generally reflects the values and preferences of the board members at the time.
Where to start?
The bylaws are lengthy and technical. You’ll need a sound process for a review.
Step 1: Find the current board reviewed and voted version of the bylaws. They should be clearly dated with the date of the board meeting in which the last amendment was approved by the board by vote. It should be signed by the Secretary of the board.
Step 2: Someone who knows how the board has been operating needs to read the whole dang thing. It’s essential that this be a board member. Advice and input from the executive director (ED) could be included here but don’t ask them to lead this whole project. It is not their job. They are not a voting member of the board. Finally, this reading could involve finding a boilerplate set of bylaws for reference available online. Does your version follow a logical and conventional format and if not, why?
Step 3: Assess the extent of revisions that might be needed. This is the most time-consuming aspect of the process. There will be sections that are confusing so that research might be needed speaking with former board members. Then current operations must be understood in order to compare with what the bylaws say today. In some cases, operations should change to match the current bylaws and in some, new text should be written to reflect what should be done instead of the current bylaws text.
Step 4: Do you need expert advice? If you don’t have an experienced board member who can implement a sound assessment, you may need an attorney or consultant with experience. There are different bylaws versions available online which could be used for guidance.
Step 5: Assign a small group. A group of at least two board members could be assigned to read the bylaws and note potential issues. An experienced ED is a valued member of this group especially if they have long years of service in their position. They have observed board operation as individual board members have come and gone. As indicated above, they are advisory here, not the leader. If you can’t find two board members who can or are willing to lead the project, secure outside expertise.
Step 6: Create a side-by-side listing of what needs changing or what text is problematic in some way. This could be a Word document with inserted comments and highlighting. It could be a side-by-side spreadsheet. Essentially it includes what operations the board needs to change to follow current bylaws and what bylaws language needs to change because it’s outdated and inconsistent with today’s appropriate board operation. The goal here is to make it as easy as possible to obtain a sound, thorough review by all board members.
Step 7: Write an amended draft for review by the executive committee or other appropriate committee and develop a process for draft review by the full board, revisions, and eventually vote by the full board. You may wish to have an expert review of the amended draft before the board’s final review.
Step 8: Document the amended bylaws, date them with the date of the board meeting in which they are approved by vote, signed by the board secretary. File this version with other board records and commit to regular reviews to ensure ongoing compliance.
(c) Copyright 2025 by Suzanne Benoit, all rights reserved.