A 14-Point Bylaws Checkup for Nonprofits

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 rpeebles@theinsgroup.com

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