Christian Leadership Alliance
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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.
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See also:
board policies manual, Bylaws, governance, writing bylaws
© 2010 Christian Leadership Alliance
635 Camino de los Mares, Suite 216, San Clemente, CA 92673 · (949) 487-0900
635 Camino de los Mares, Suite 216, San Clemente, CA 92673 · (949) 487-0900