Bylaws Guidelines for Volunteer Organizations
Every organization should have its own Bylaws or Constitution.
Webster defines “Constitution” as a “making up, the way in which a person or thing is made up, structure, organization; the system of basic laws and principles of a government, society, etc.; a document stating these.”
By Laws are defined as the “local application of law adopted by an organization, secondary law.”
Robert’s Rules of Order states that constitutions and by laws were once separate, but it is common practice today to combine these two documents into one called Bylaws. The Bylaws of an organization “contain its own basic rules that relate to itself as an organization.” Bylaws outline the rights and duties of the organization’s members.
When drafting a new set of Bylaws, the committee must be aware of the structure of your organization. If you are a committee of a larger organization, such as your symphony’s governing body, and fall within that organization’s 501(C)3, you do not legally you’re your own Bylaws. However, many groups choose to write Bylaws which must be in compliance with the parent organization’s Bylaws. Once the committee has drafted the Bylaws, the document should be reviewed by a registered parliamentarian and an attorney to assure compliancy with the parent organization and state and federal laws governing 501(C)3 organizations.
Bylaws should deal with the very basic elements of organizational structure. Rules and regulations that will be applicable for many years should be in Bylaws. Bylaws are difficult to change as they serve as protection for the membership. Issues that change frequently should be covered in Policy Sheets. These are far easier to revise.
The basic contents of Bylaws are as follows:
Article I. Name of the organization
(Make sure this reads exactly as the name is stated in any articles of incorporation or other legal documents.)
Article II. Object
This should be a very broad and general statement of the object of the organization. It might be a condensed version of your mission statement.
Article III. Members
This article may outline some of the following issues:
1) Classes of membership (ex. Active, associate, etc.)
2) Qualifications or eligibility for membership
3) Required fees and dues (if dues change frequently, it is best to state that “yearly dues will be assessed as voted upon by the Board of Directors” or similar statement. The exact amount of dues can be stated in the Policies.)
4) Other membership requirements
Article IV. Officers
State the required officers and how they shall be elected or appointed. Officers rank in the order in which they are listed beginning with the president, first vice president, etc.
A vague statement about the officers’ duties is best. Duties may change yearly and are best outline in Job Descriptions or Policies.
Article V. Meetings
This section specifies the meetings that must take place throughout the year.
A quorum for all meetings should be specified in this article. Many organizations are reconsidering their quorum numbers and carefully setting quorums at realistic levels.
Article VI. Board (or Board of Directors)
This section should specify the board’s composition, Delineate the powers of the board, and Set any special rules for this board to conduct business
Article VII. Executive Board
If the organization feels it is necessary to have a small governing body that acts between meetings of the full board, it should be specified here. As in Article VI, it should specify the executive board’s composition, delineate its power, and set special rules.
Article VIII. Committees
This section establishes those committees that absolutely must be formed every year for the administration of the organization. It names the committees and may discuss the number of members, how they are appointed, and a broad description of their duties.
The Nominating committee, how it is appointed or elected, and its duties should appear in the Bylaws. It may be a section under Committees or appear elsewhere.
Article IX. Parliamentary Authority
The following statement should be used “The rules contained in the current edition of ———- (Robert’s Rules of Order or similar parliamentary authority) shall govern the organization in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt.”
Article X. Amendment of Bylaws
There needs to be a statement as to how the Bylaws can and must be amended. Advance notice must always be given to the membership. How this will be done should be stated here. Amendments must be approved by a two-thirds vote of the general membership.
Robert’s Rules of Order discusses Bylaws in depth and should be used as a resource guide when writing Bylaws.
An organization might want to further define rules by creating a Policy Sheet. There is no standardized form that Policies must follow. It can merely be a listing of specific rules that change more frequently than is appropriate for Bylaws. Policies are passed with a majority vote of either the Board of Directors or the general membership. They do not require advance notice. The Bylaws should specify under Membership or Board of Directors which group has the authority to establish these policies.