Quick ByLaws Tune-Up


Your nonprofit board 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 votes  to approve your new bylaws at any time (and your bylaws should tell you what portion of your board needs to agree to bylaw changes).


To change your bylaws:

  1. Assign the task of changing your bylaws to your Board Development Committee or an ad hoc (temporary) committee
  2. Distribute the committee’s NEW BYLAWS – DRAFT #1 to the entire board  and seek full board input
  3. Revise one more time based on full board input
  4. Forward by e-mail the FINALIZED RECOMMENDED BYLAWS to the board 1 week prior to board meeting
  5. At the board meeting – vote to adopt the new bylaws.


Keep your bylaws simple and uncomplicated.  You can always add policies or procedures to make more specific rules – but don’t restrict your board too much with details in your bylaws.

Include these topics on your bylaws:

  1. Your Mission Statement
  2. # of Board Members (Use a range.  For example: “ at least 5 and no more than 15 board members”)
  3. # Board Members (majority or portion(2/3)) required to approve each of these actions:- General board approvals (meeting minutes, financials, strategy, budget changes), Terminating the Executive Director or removing a board member from the board, Changing the Bylaws, Voting in new board members, approving board officer slate

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

     5. Board 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 minimum # of board members (the larger the board, the more work there is)
  3. Committee lists (too restrictive)
  4. Months to vote in new members, have member meetings (too restrictive) – this can be in your policies statement
  5. Hard copy, written notification of anything
  6. Any decision requiring unanimous vote


  1. http://non-profit-governance.suite101.com/article.cfm/how_to_write_bylaws_for_nonprofits
  2. Nonprofits for Dummies, Hutton and Phillips, Wiley Publishing, Inc, 2006
  3. www.irs.gov  (search for bylaws)

For more information about the 7 Steps to Stronger Nonprofits, go to BoardsThatExcel.com.