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Tips for Good Bylaws

The Andringa Group | posted 10/24/2007

This article provided by the Engstrom Institute
Christian Management Association Theme 2: Board Governance Tips for Good Bylaws

The following checklist is provided by The Andringa Group, senior consultants who share a passion for helping nonprofit leaders, their management teams, and their boards. Use it to see how your bylaws look and what should be strengthened.

Function according to your bylaws! If you are not, change the bylaws … or comply with them. Keep your bylaws general … Be specific in other board policies that easily can be changed. For example: a. Define the size of the board in the bylaws as a range, not a specific number. b. Allow the board to create "such committees as it may determine" without defining them in the bylaws. c. Leave detailed job descriptions for other documents. 3. Be clear on who the chief executive officer is, whether he/she is on the board and, if so, with or without vote. 4. Be clear that the role of the board is governance, policy, long-term strategies— not the top rung of management. 5. Address the issue of term limits or not in the bylaws. 6. Elect a chair for an unlimited number of one-year terms so long as he/she is a qualified board member. 7. Let the chief executive determine the management structure, not the board, and allow that person to appoint other staff, not the board. 8. Create a Board Policies Manual (BPM) as a separate document and refer to it in the bylaws as appropriate. 9. Be clear on how amendments to the bylaws can be made, usually requiring a super majority vote after proper notice is given. 10. Assign a board development committee to review the bylaws at every board meeting for compliance and for suggestions on how to improve them. 11. Every few years, have competent legal counsel review the bylaws to ensure compliance with government statutes. This resource is provided by The Andringa Group. For more information, visit www.TheAndringaGroup.com