A 14-Point Bylaws Checkup for Nonprofits

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Nonprofits often neglect to revise or update their bylaws unless a critical issue or crisis arises. Doing so, however, should be part of your strategic-planning process.

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Your board has a fiduciary responsibility and is legally accountable for following your bylaws. It is each board member’s responsibility to know what is included in the bylaws.  When drafting your by-laws, be sure to use the following 14-point checkup:

    • Indemnification statement limiting personal liability of board members
    • Voting member rights statement (if applicable)
    • Minimum/maximum number of board members
    • Number of votes or attendees required for quorum
    • Board terms and term limits
    • Officers: titles, appointments, term limits, and responsibilities
    • Procedure for removal of board members/officers.
    • Procedure for changing/amending bylaws
    • Minimum number of board meetings per year
    • Process for convening special or emergency board or executive committee meetings
    • Process for creating or dissolving board committees.
    • Description of committee structure, roles and responsibilities, and member appointment process
    • Potential meeting methodology (in-person, conference calls, electronic)
    • Conflict of interest policy

Ruth Peebles, President of The INS Group, offers 25 years of experience in the nonprofit management. The INS Group is a national consulting firm that provides organizational development and capacity building services to nonprofits, government agencies, and faith-based institutions. Services include grant writing, grant research, strategic planning, strategic fund development planning, succession planning, executive coaching, and board training and board development. Ms. Peebles can be reached at [email protected]

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