Bylaws are the most important document of the organization. Without bylaws, an organization would have no structure, and anarchy would rule. Bylaws state what rights the members have within the organization, how much power the assembly has to make decisions, and what limits of power are put on boards and officers. Bylaws determine the type of organization members have - democratic with powers residing in the assembly, or authoritarian with powers residing in the board and the officers. Those creating an organization need to carefully decide which format best suits the purpose of the organization. In some organizations, it is better to empower a board of directors to handle the affairs of the organization. In other organizations, it is better to let the assembly decide. However, most organizations are structured so that the power is balanced between officers and the assembly.
In defining the structure of the organization, most bylaws include the following topics in this order:
Name of the organization
Object or purpose
Depending on the size of the organization and what it does, other topics may be needed. This is the basic structure for an organization, and putting these items in the bylaws saves the organization time. If there were no provision for meetings or committees, the assembly would have to make and adopt a motion every time it wanted to meet as an assembly or create a committee. If there were no provision for an executive board, the organization couldn't have one. By outlining the rules and requirements of members and officers, bylaws allow members a level playing field.
In drawing up bylaws, the first things an organization needs to decide are the organization's purpose for existing and who will have the power to make decisions. When these things are known, the following categories are easy to fill in with specific details.
If an organization is incorporated, or if it has a constitution that states the organization's name, the bylaws do not include the name. This prevents the possibility of a conflict between the documents. Often an organization lists its name one way in the corporate charter and a different way in the bylaws. If you do have the name in two places, make sure that they agree.
If the organization is incorporated, the corporation papers state the organization's object, which should not be stated again in the bylaws. The object should be concise (a single sentence) and state why the group exists and what it is organized to do. If the sentence is long, set off each thought with semicolons. The object sets limits on what business the members can bring before the assembly. If an organization wants to expand what it is doing and the object does not allow for this, members should amend the object to reflect its changing nature.
This article usually has several sections that define who the members are, dues, and responsibilities.
Does your organization recognize various classes of members - active, inactive, and honorary? Bylaws should define the distinctions between these classes. Some classes of members may have more rights at meetings than others. The bylaws should state how one becomes a member of each class and if there are limitations on the number of members of each class.
How does someone apply to be a member? Is there a test, a list of demands, or proficiency in a certain area that applicants must meet before they can apply? Are there other restrictions on who can join? For example, does the member have to reside in a certain geographical location? An organization must be careful not to discriminate if its membership is open to the general public.
This section states the organization's dues structure, including the specific amount of dues. If dues are $45 a year, for example, only amending the bylaws can change this fee. Some bylaws state that the board of directors can set the dues yearly. However, if this is the case, the organization should stipulate some limitation to the amount of increase. Or, the bylaws can say that the board sets the dues every year but that members must ratify the amount. If there are different amounts of dues for different classifications of members, the bylaws state each amount.
This section of the bylaws also states when the dues are to be paid, when they are considered delinquent, to whom one pays the dues, what the procedures are for dropping a member for non-payment of dues, how a member can reinstate him- or herself, and any fines for late payment of dues.
Unless stated otherwise in the bylaws, an organization can't prevent a member who is late in paying dues from attending meetings or voting.
Likewise, members can't be assessed any additional amount of money unless stated in the bylaws. Therefore, if there is a one-time initiation fee or other assessments, the bylaws must state this information.
Bylaws should define any requirement for staying a member. For example, some organizations have an attendance requirement. Other organizations may require that members serve on committees, attend regional conferences, or take educational classes.
Although this Section of the bylaws may not be necessary, many organizations include it. Disciplinary procedures concerning members should be carefully thought out and written. Most parliamentary authorities include a chapter on this subject. Leaving discipline to the parliamentary authority instead of putting it in the bylaws may be wise.
Some organizations have a provision explaining how to withdraw from the organization, as well as returning in good standing.
This article lists all the officers in the organization, the duties of each office (if not too numerous), how officers are nominated and elected, and how to fill vacancies. The bylaws should list officers in the order of ranking, and classify directors as officers.
The first sentence of this Section should name the officers in order of ranking. For example, "The officers of the organization are a president, vice president, secretary, treasurer, and three directors." The Section can then state that the officers are to perform the duties outlined in the bylaws and parliamentary authority. If the duties are described in the bylaws, they should be briefly described for each office and designated by sections. If the duties for officers are numerous, put them in a separate article. Organizations must take care not to omit any duties in the bylaws, because an omission can be interpreted to mean that a duty is not a requirement of that office. To solve this problem, the article can include the phrase "and such other duties applicable to the office as prescribed by the parliamentary authority adopted by the society."
This Section should establish the nomination and election procedure. If a nominating committee handles nominations in the organization, the bylaws state who selects the nominating committee. The nominating committee is one committee that the president should not select or be a member of. It is usually best to have the members elect a nominating committee. This Section of the bylaws should also state the duties of the committee. Do they select one candidate for each office or multiple candidates for each office? The wording of the bylaws decides how many members are nominated.
This Section should also define how and when the election takes place, as well as describe the method of voting. Electing by ballot is usually best. If the bylaws do not provide for an exception to this method when only one candidate is nominated for each office, members must take a ballot vote. Some organizations state that if only one candidate is nominated, the members can take a voice vote. If the organization wants to take the vote by mail or e-mail or other electronic means, the bylaws must include this information. The bylaws must also state if the vote is something other than a majority vote.
The bylaws should state any eligibility requirements for each office.
The bylaws should state term of office, when the term begins, and any term limits. If the bylaws do not state when the term begins, then as soon as officers are elected they take office. In the case of the president, as soon as the new president is elected, he takes over conducting the meeting. Instead of having this disruption, or having a newly elected president who is not prepared to preside, the bylaws should state that officers begin their terms after the meeting at which they are elected.
To ensure that there is always someone to serve in the office, the bylaws should state that officers "shall hold office for a term of . . . or [and] until their successors are elected." If no one is elected or there is a problem finding a nominee, the current officer remains in office until someone else is elected.
Having a rotation in office is also good. The bylaws may also state that a person can hold the same office only a certain number of consecutive terms.
The bylaws should contain a provision for removing a member from office. The provision can state that removal can occur for cause and then name the reasons to remove someone, or the removal can occur without cause. Removal from office should require a two-thirds vote. If the bylaws state that a person shall hold office for a term of so many years "or until the successor is elected," members can rescind the election. If the previous sentence says "and until the successor is elected," the only way to remove a member from office is to have a trial.
Including a Section explaining how to fill vacancies is important. If an organization requires attendance at so many meetings, it may also include a provision for declaring a vacancy if an officer misses so many meetings. Because this is similar to removing someone from office, a two-thirds vote should adopt the vacancy declaration.
This article sets the day of the meetings, the quorum of the meetings, the business conducted at meetings, and any provisions for calling special meetings.
The very first Section of Article V should state the day that regular meetings will be held. For example, "There will be regular meetings on the third Thursday of every month." (The standing rules state the time of the meetings.) This Section should also state which meeting is the annual meeting. For example, "The annual meeting is held the third Thursday of April." This Section should also include guidelines concerning the business that members can transact at regular meetings and the annual meeting. For example, "At the annual meeting, members meet to conduct business, hear reports of committees and officers, and elect officers." The bylaws must specify if members must be notified of meetings, the method of notification (mail, e-mail, fax, telephone, and so on), and the time of notification. For example, "The secretary will mail out a call to the meeting 10 days prior to the meeting." The bylaws must also state if a vote other than a majority vote must adopt business.
This Section sets the quorum, which should be a number and not a percentage, for the meetings. The quorum should be the number of members that regularly attend meetings. For example, if an organization has 100 members and 20 members normally attend meetings, 20 should be the quorum. If the bylaws do not state a quorum, the quorum becomes a majority of the membership. However, members should not tie their hands by setting the quorum too high; if the quorum is set too high, nothing gets accomplished.
There are times when emergencies arise and members need to call special meetings. Members or officers can call special meetings only if a provision in the bylaws allows it. The bylaws should state who could call the meeting - officers and/or members. This Section also states the procedure for calling the meeting. If the members want to call it, how many have to sign a petition to do so? If officers can call the meeting, who calls it and how? How many days notice do members need? Can the organization give the meeting notice by e-mail, fax, telephone, or mail, or a combination of all methods? The bylaws may state that no other business can be transacted except that for which the meeting was called. (This rule applies anyway, but having this in the bylaws is sometimes helpful because many people do not know this fact.)
Sometimes meetings need to be canceled because of weather or a national emergency. If the bylaws contain a provision for canceling meetings, it should indicate who is responsible for making the decision to cancel the meeting, how members are to be notified, and who has the right to reschedule the meeting.
If the organization wants to conduct any meetings by e-mail, online chat room, phone, or video conferencing, the bylaws must state this information. The rules of order should outline the procedure for holding these types of meetings (see Chapter 19).
Article VI creates a board. If the bylaws do not have this article, the officers of an organization can't act as the board. This article tells who the board members are, how they are elected, the total number of board members, the regular meeting day, the duties of board members, the quorum for board meetings, and other important information.
When writing this article, it is important to remember that the members can't revoke any duty specifically given to the board. However, if a duty hasn't been specifically given to the board in the bylaws, the membership can rescind it. If, for example, the bylaws state that the board shall sell or buy property, members can't complain if the board sells property without consulting the members, because the bylaws give the board this power. If the bylaws don't give the board a specific power, members can rescind any such action. In the case of buying and selling property, the bylaws should address who has this power. To preserve democracy, the members should decide who has what power whenever possible. If an organization meets quarterly, the board usually does not have that much power. As you set up your organization, be careful not to tie the members' hands by giving the board too much power.
This Section specifies how many members are on the board and how they become board members. Is the board composed of the officers of the organization? Are they elected from the membership? Are they board members by virtue of holding some office in the organization or outside of it? For example, the president-elect may be a board member by virtue of his office, or the mayor may be a board member by virtue of his office.
This Section states how often the board meets, what the quorum is, and what voting requirements are (if not a majority vote). Can the board call a special meeting? If so, who can call it? Who gives previous notice of the meeting? Can the notice be given by phone or e-mail? Can the board have e-mail meetings, telephone conference meetings, or video conference meetings? Are board meetings open to the membership? This Section addresses all these issues. Include a provision for the board to change the day of the meeting if necessary.
A note about majority vote: In small boards, stating that all business transacted requires adoption by a majority of the entire board may be wise. Doing so protects absent members. For example, say a board has five members. If the quorum is three, and only three members attend a meeting, all three have to agree on something before it is adopted.
Can the board remove one of its members? If a member is absent several meetings in a row, can the board members declare a vacancy by a two-thirds vote? If a board member resigns, can the board fill the vacancy or does the membership need to elect another member? This
Specifically state the board's duties in this section. If the board has the power to appoint committees, make sure to include this information.
Some additional questions to ask as you set up provisions for a board include:
Can a board make its own rules, providing they do not conflict with the organization's other rules?
Do board members serve as ex officio members of committees?
Does the board have power to spend money, enter into contracts, borrow money, purchase, and sell or lease property?
Can the board represent the membership in dealing with the public, government agencies, and related organizations?
Can the board hire and fire employees?
Should board members be paid a salary?
Sometimes boards have an executive committee. The structure and duties of the executive committee are included in a separate article and have similar provisions.
The bylaws identify all standing committees, which may include finance, auditing, program, social, and membership committees. This article states the number of members on each committee and describes the duties and responsibilities. It can also provide for rotation in office by indicating how long a person can serve on a given committee. Likewise, it should provide for the appointment of special, or ad hoc, committees. This section should also state who fills vacancies and to whom someone submits a resignation. If there are eligibility requirements for certain committees, state them here. This article also indicates whether a committee has the ability to spend funds, and who gives it the authority to do so.
Each standing committee should have its own section giving its name, composition, duties, and manner of selection. If the president or another officer is to be an ex officio member of any committee, state this information here.
This article states which parliamentary authority and which edition of the authority the organization uses.
This article provides a means for making changes in the bylaws. Amending the bylaws should require previous notice and a two-thirds vote.
Organizations may need to have other articles in the bylaws to meet their needs. The information in this chapter is just a basic outline for all organizations. Other clauses that your organization may want to include are a dissolution clause, which states what happens to the money or any property that the organization owns upon dissolving. For non-profit organizations, state law may require an indemnity clause, which provides legal exemptions from penalties or liabilities incurred by one's action in office. An attorney helping create a corporate charter can also help with this. If members are having a difficult time writing the bylaws, hiring a parliamentarian can be of great help.
When writing bylaws, keep the language simple and straightforward. Do not use legalese or duplicate words with slightly varying shades of meaning like "null and void" or "confirm and ratify." Write each sentence so that it is impossible to quote out of context. The complete meaning should be clear without making the reader refer to preceding or following sentences. Include exceptions or qualifications within the sentence to which they apply.
When an organization is brought into existence, the first bylaws should be simple and to the point and should include only what is necessary to begin functioning as an organization. As the organization grows and problems arise, the organization can amend the bylaws to meet its needs. Foreseeing all the problems that will arise or how the organization will develop is impossible. Therefore, members should periodically review their bylaws to see if they need changed. Reviewing the bylaws is an opportunity for members to be honest with themselves about whether the bylaws meet the organization's current needs.
Proposing amendments can usually solve most bylaw problems. However, over time an organization may make so many changes to the bylaws that a complete revision of the current bylaws is necessary.
If an organization decides to revise the bylaws, it should appoint a large committee with the most interested and vocal people. The committee members should represent many viewpoints. Those members of the organization who would ask the most questions and propose many amendments at a bylaws meeting should also be appointed to the committee. This way, committee members can work out many disagreements at the committee level and not during the presentation to the entire membership.
Ask the entire membership to submit suggestions to the committee, and consider all suggestions carefully. There is no room for politics on the bylaw review committee. When the committee is done with the proposed revision, it needs to present the revision to the membership according to the amending procedure defined in the bylaws. Because a revision is a proposed replacement of the current bylaws, the organization should send a copy of the revision with a letter explaining the proposed major changes to the members.
The first thing members need to understand about a revision is that the current bylaws are not under consideration at all. If the revision is defeated, no changes to the current bylaws take place. If members like certain things in the revision but reject the revision as a whole, they have to propose the sections that they like as amendments to the current bylaws.
The second thing to remember about a revision is that it is like presenting new bylaws for the first time: Everything in the proposed revision is open to change by the membership, not just the changes that the committee proposes making to the previous bylaws.
Third, although not voted upon in this manner, the bylaw revision is usually considered, presented, discussed, and amended article by article. After all the articles are read, discussed, and amended, the revision as a whole is opened up for discussion and further amending. This way, if something in Article V is changed and it affects something in Article II, the members can return to Article II and fix it before voting on the amended revision.
Presenting a bylaw revision at a special meeting or series of special meetings is best. This way, members can consider the document carefully. At the first meeting, the chair should ask the bylaw committee chairman to give a report. At the end of the report, the chairman states, "By direction of the committee, I move the adoption of the bylaw revision." The chair then places the motion before the assembly and asks the bylaw committee chairman to read Article I and explain the changes and the reason for them. After this is done, the bylaw chairman sits down and the chair asks for discussion on Article I. Members can ask questions, discuss the article, and propose amendments. If any changes are proposed, the chair takes a vote on the amendment. If the amendment is adopted, it becomes part of the revision. When the members are finished with Article I, the chair asks the bylaw chairman to read Article II and explain the changes and the reason for them. The bylaw chairman sits down, and the chair asks the membership for discussion. Again the members can discuss, ask questions, or propose amendments. This same procedure continues for each article of the proposed revision.
After the members finish discussing the last article, the chair opens the amended revision for more discussion, debate, and amendments. When the members finish discussing and proposing amendments, the chair takes a vote on the revision as amended. This requires a two-thirds vote, which should be counted. Members can take the vote by ballot or take a rising counted vote. The secretary records the number of votes in the minutes. If the revision is adopted, it immediately replaces the bylaws. If it is defeated, the current bylaws remain as they are.
Sometimes members attach provisos (which state when a certain bylaw goes into effect) on certain provisions or on the entire revision. For example, if there is a change in the term of office that would affect current officers, the members can attach a proviso that says that this part of the document will become effective on a specific later date. You can find more information about the proviso motion later in this chapter.
When one change or a few changes to the bylaws are necessary, members can present these as individual amendments. Members should follow the procedure outlined in the bylaws for making amendments. Usually this requires giving the membership previous notice that a vote will be taken on an amendment, and it often requires submitting the amendment to the board or through a bylaws committee. If the amendment does not have to be submitted through a committee or board, the person submitting the notice should have another member sign it. This shows that two people want the amendment discussed. If no written notice is necessary, members can give notice orally at the previous meeting. The amendment then becomes a general order of business at the meeting during which it is proposed.
When giving notice that an amendment will be proposed, word the notice formally. For example, the notice can say, "To Amend Article III. Members, Section 2. Dues, by striking out $25.00 and inserting $50.00." If the notice requires mailing, state the original bylaw, the proposed amendment, and finally how the bylaw would read if the amendment were adopted. Many times organizations also include a reason for the proposed change.
Giving notice informs the membership that there is a limit to the proposed change. This is called the scope of the notice. It means that members cannot amend a bylaw beyond the scope of the notice, which protects the rights of the absent members. So at the meeting, members cannot propose a change below $25.00 or above $50.00, but they can propose a change between $25.00 and $50.00.
When a bylaw amendment appears on the agenda under general orders, a member must propose it as a formal motion, it must be seconded, and it is debatable. Members can also amend it within the scope of the notice. A majority vote adopts these amendments. For example, say an amendment was proposed to strike out $50.00 and insert $40.00, and it's adopted. Now the proposed amendment to the bylaws is to increase dues from $25.00 to $40.00. This is now presented to the assembly as the bylaw amendment, and it takes a two-thirds counted vote to adopt. The bylaw provision takes effect immediately if it is adopted, unless members vote that it takes effect later, which requires a proviso (discussed in the next section).
There are two helpful motions that members need to know concerning bylaws: seriatim (consideration paragraph by paragraph) and proviso.
Purpose: To discuss and amend long documents, such as bylaws or a series of resolutions, one paragraph at a time (instead of considering the document as a whole).
Needs a second.
Requires a majority vote to adopt.
Cannot be reconsidered.
Result: If adopted, the assembly considers the document one paragraph at a time. The chair begins with the first paragraph and takes up each following paragraph in order to the end of the document, instead of considering it as a whole document.
Normally, an organization should consider a revision of bylaws paragraph by paragraph. If the chair does not consider the revision this way, a member can make the motion seriatim, which calls for a paragraph-by-paragraph review of the bylaws until the entire document is discussed and amended. Members then vote upon the entire document.
Note: If the presiding officer decides to consider the document seriatim, but the members want to consider it as a whole, a member can make a motion to consider as a whole. The same rules as those stated for seriatim apply to this motion.
If, during the consideration of the document seriatim, a member makes the motion to postpone indefinitely, the chair states the motion but does not take debate or a vote until the entire phase of discussing paragraph by paragraph is complete. The chair doesn't take debate or a vote while postpone indefinitely is pending, because members can make motions of higher rank.
If members make the motions refer to a committee, postpone, or lay on the table, they are taken up immediately. If these motions are adopted, the bylaws are referred to a committee, put off to a later time, or laid on the table. When the document comes back to the assembly, members begin with the seriatim where they left off.
Members can apply motions to close debate or limit debate to the entire bylaws document or proposed amendments, but not to individual paragraphs.
Purpose: To adopt another time when a bylaw amendment takes effect.
Needs a second.
Requires a majority to adopt.
Can be reconsidered.
Result: If adopted, instead of the bylaw taking effect immediately, it goes into effect at the time the proviso designates.
Proviso is an incidental motion that allows members to set a time in the future when a bylaw amendment will take effect.
There are three ways to handle a proviso:
First, while a bylaw amendment is pending, a member can make a motion to amend it by adding a clause such as "with a proviso that this amendment shall not go into effect until close of the annual meeting."
Second, while the bylaw amendment is pending, a member can make an incidental motion that it take effect at a specified time.
Third, if the transition from the current bylaws to the revision will be complicated and there are numerous provisos, they can be numbered on a separate piece of paper and attached to the revision. The motion to adopt the revision and provisos can be stated this way: "I move to adopt the revised bylaws with the provisos attached thereto."
Please note that when a proviso delays the time at which a bylaw amendment takes effect, the amendment becomes part of the bylaws document immediately. The proviso only delays the time it goes into effect; it doesn't alter the parliamentary rule that states that an amendment to the bylaws takes effect immediately when adopted. When the bylaw amendment is written into the bylaws and the amendment does not take effect for some time, place a footnote or other notation at the end of the amendment stating the time it does take effect.
The following is an example of bylaws for an organization that is not incorporated.
OF THE WHO DUNIT SOCIETY
OF GIG HARBOR
The name of this society shall be the Who Dunit Society of Gig Harbor.
The object of this society is to help private investigators and public law enforcement officials solve crimes, find missing persons, and promote courtesy and cooperation between private investigators and public law enforcement officials.
Section 1. Application and Election. Anyone who is employed as a private investigator or for a public law enforcement agency and has been working in the field for two years shall be eligible for membership. Inquiries for application must be made to the secretary. Another member must sign the application and submit it to the secretary for presentation to the membership at the next regular meeting. A two-thirds vote will elect the candidate into membership.
Section 2. Dues. Dues are $40.00 a year and payable by January 31st of each year. If dues are not paid by January 31st, the member is considered delinquent and dropped from the rolls. If the person wishes to reapply for membership, he or she must pay his or her dues plus a fine of $15.00 by March 1st of the same year. After March 1st, the person will have to reapply for membership.
Section 3. Resignation. If a member wishes to withdraw from the organization and be in good standing, he or she must submit a letter to the secretary before January 31st and be current in his or her dues.
Section 1. Officers. The officers shall be a president, vice president, secretary, and treasurer.
Section 2. Nominations and Elections. At the March meeting, members will elect a nominating committee of three to select a candidate for each office and report at the April meeting. Nominations from the floor will be allowed at the April meeting.
Section 3. Ballot Election and Term of Office. Officers will be elected by ballot for a term of one year or until their successors are elected. Officers take office June 1st.
Section 4. Limitations. Each person elected shall hold only one office at a time. Each person can serve two consecutive terms in the same office.
Section 5. Vacancies. If there is a vacancy in the office of president, the vice president will become the president. At the next regularly scheduled meeting, there will be an election for vice president. If there is a vacancy in any other office, members will fill the vacancy at the next regular business meeting.
Section 6. Removal from Office. Officers can be removed from office with or without cause by a two-thirds vote at a regular meeting where previous notice has been given.
Duties of Officers
Section 1. President. The president shall be responsible for conducting the meetings, attending one training session a year on parliamentary procedure, and planning the annual Christmas toy drive.
Section 2. Vice President. The vice president shall serve in the president's absence. He or she shall be responsible for having a program at each meeting.
Section 3. Secretary. The secretary shall be responsible for keeping the minutes, sending out the dues notices and delinquent slips, correspondence, and working with the other officers.
Section 4. Treasurer. The treasurer shall be responsible for collecting dues, giving the secretary information about who is delinquent, and paying bills upon membership approval.
Section 5. Other Duties. These officers shall perform the duties assigned to them in the bylaws or other acts of the society, and other such duties applicable to the office as prescribed by the parliamentary authority adopted by the society.
Section 1. Regular meetings. The regular meeting of this society is the first Thursday of the month. The annual meeting is the first Thursday in April. The annual meeting is for receiving reports, electing officers, and other business that shall arise.
Section 2. Special meetings. The president may call a special meeting; or, five members submitting a written request to the secretary can call a special meeting. Previous notice of the meeting shall be sent to the members at least three days prior to the meeting. The notice can be given by e-mail, postal mail, telephone, or fax.
Section 3. Quorum. The quorum shall be ten members of the society.
Section 1. Social Committee. There shall be a social committee, which is responsible for planning the Fourth of July picnic and the Christmas party.
Section 2. Audit Committee. There shall be an auditing committee to audit the treasurer's books by the end of the year and report at the May meeting.
Section 3. Committee Selection. All committees will be elected at the annual meeting. Committees will have a minimum of four members.
Section 4. Other Committees. A majority vote of the membership can establish other committees.
Section 5. Quorum. Three members constitutes a quorum.
The rules contained in Robert's Rules of Order shall govern meetings where they are not in conflict with the bylaws, rules of order, or other rules of the society.
Previous notice and a two-thirds vote can dissolve this society. All outstanding bills will be paid, and the remaining money will be returned to the members or, by a vote of the members, can be given to a charity of their choice.
Amendment of Bylaws
These bylaws can be amended at any regular or special meeting providing that previous notice was given at the prior meeting in writing and then sent to all members of the society by the secretary. Previous notice can be sent by postal mail, e-mail, or fax.
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