Tips for writing effective bylaws

If you aren't sure why good bylaws are important, you missed our article explaining why good governance documents are more than just red tape.

Bylaws are the top-level governing document for most boards. This means that all other governance documents, such as policies and procedures, must follow logically from the objectives and limitations set out in the bylaws, and in no case should a policy contradict the bylaws. First, a little about why you need to take bylaws seriously.

The name isn't incidental: bylaws are effectively laws that govern actions that can be taken within your organization. They can't be overruled, they should be difficult to change, and there should be consequences for breaking them.

For membership boards, bylaws often cannot be updated without member approval, which makes them a perfect place for any key principles and directions that should never be compromised — like, say, your membership definition, board composition, or the procedure for raising fees.

What should bylaws include?

The most basic set of bylaws should clearly define who or what your board represents, the rules and regulations surrounding membership and the election of directors, how meetings are set and conducted, contact information for the board, and how the bylaws may be amended.

For smaller, independent organizations, the bylaws may be set and updated at the sole discretion of the board and/or membership, while for others, the bylaws may be dictated by a parent organization or government legislation. Pay careful attention to any legislation that dictates how your association should conduct bylaw updates!

Before you begin updating or developing your bylaws, you should understand the difference between bylaws, policies, and procedures. A set of bylaws is a foundational document, upon which your society will build its policies. They set out the goals and guidelines for the operation of your board, and define the terms and rules for your most important obligations to members and key requirements that cannot or should not be waived. Bylaws can never supersede legislation.

Generally speaking, your policy manual will be a much larger document, and it will change more often. They set concise rules for program management, committee membership, and general administrative guidelines important to your board. Good policies do not need to detail every step to completing a task: rather, they set out areas of responsibility, and general guidelines for staff to follow. Some policies, such as those defining per diems, may be more detailed to ensure that all staff and board members know exactly how claims will be processed. Policies can never supersede bylaws.

Procedures are mostly used by staff or committees, and set out clear step-by-step instructions on how to perform specific tasks, manage programs, and achieve goals set out in policies. These can often be updated by staff as needed, as long as they comply with the requirements set out in policy.

Writing effective, flexible bylaws and policies is definitely an art, but there are many resources to make it easier. You may hire a lawyer or a governance specialist with experience in legislative drafting to create them for you. If you do, you should still know enough about bylaw development to be able to read and understand your bylaws, as this knowledge is vital to creating policies and procedures that are in accordance with the bylaw document. Also, many people want experience on boards so they can learn more about governance practices; to this end, your board might wish to develop the first draft of your bylaws, and then hire a consultant to help improve them and ensure they meet all applicable requirements.

Another option is to gather bylaw documents from other, similar organizations, and use those as a reference point. Just don't assume that all of the established bylaws you can find online are well-written or effective. You may also find templates with the societies division of your provincial or state government, or other governance-based agencies.

Whether you are starting your bylaws from a template or want to better understand the ones already in place, consult as much as necessary to fully understand the legislation that your board operates under, including laws related to hiring and managing staff. Make sure that everyone understands what is, and is not, within the discretion of your board. A surprising number of boards have bylaws that include stipulations that are not supported by law, and these can result in a lot of unexpected legal fees if members choose to challenge them!

More tips for good bylaw development

Consider these tips when developing your first draft:

• Start with your objectives. Debate these as long as necessary to arrive at a clear vision of your board's purpose and scope. Try to get it down to a sentence or two.
• If your organization has members, clearly define who can and cannot be a member, how membership begins and how it can end
• Define your board composition — how many officers/directors/councilors do you have, how many executives, and what are their roles
• Describe how meetings are scheduled, announced, and conducted. How many must you have a year? Who can come?
• Broadly describe the roles and portfolios of your executive officers.
• Define any standing (permanent) committees (e.g., finance). Does your board authorize formation of more standing committees without a bylaw update?
• Does your board adhere to a specific parliamentary authority? Roberts Rules is common but by no means the only available ruleset or the best for smaller or collaborative boards (and it is woefully lacking in rules for boards that meet electronically). Your board may even define its own.
• How can your bylaws be changed? Will a board vote suffice, or do you need membership approval? How do you advise members of changes?

This list is very basic and by no means exhaustive, but having discussions about these items will get you on the right track and your notes will be very valuable when you talk with consultants or start drafting your bylaws from a template.

Ideally, every board would have staff who are trained in board governance, but this is not realistic for all boards. Smaller boards may not be able to afford skilled staff or, in some markets it may be difficult to find administrators with board expertise. In this case, working with consultants on an as-needed basis can provide the information you need to make sure your board is working within the law and using practices proven to promote productivity and longevity.

The cobweb team has many years experience working with boards and developing bylaws, policies, procedures, minutes, and board and staff training manuals. Contact us if you would like more information on how we can help.