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.
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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