How to Write By-Laws

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1. Designate two or three organization members to write the bylaws. It is necessary to consult with most or all members who helped to start an organization. It is not likely that you would be the only person starting the organization and therefore working on your own. Loop in at least two or three other people to give input and help write the bylaws

   1. If you are starting a nonprofit organization, for example, you will need a board of directors who will then give input and help write the bylaws. Working as a team ensures that all perspectives will be represented and accounted for in the bylaws

   2. Structure your bylaws in an outline format. Bylaws are typically written with section headings called “articles” and paragraphs called “sections.” This structure will make your bylaws more readable and standardized with other bylaws. This also makes it easy to find information pertaining to voting rules, committees, and other elements you may have questions about as the organization gets going.[1]

   3. Begin each article with a heading titled ARTICLE. These headings will be in all capital bold letters and numbered with Roman numerals. Center this heading on the page

1.  

   1. For example, the first article would be titled: ARTICLE I: ORGANIZATION. The second article would be titled: ARTICLE II: PURPOSE.

2. Number every subheading section within each article. For each section in every article, number them clearly and give a one- to two-word descriptor of the section.

   1. For example, you might write: Section 1. Regular Meetings. This would be followed by a brief description of the protocol for regular meetings. Then you’d write: Section 2: Special Meetings. This would be followed by a brief description of protocol for special meetings.[2]

3. Use simple yet clear language for your bylaws. Bylaws are not an extremely casual type of document. They are not written without regard for the kind of formal content that holds up well in a court of law or helps professionals to understand specific rules and regulations. When looking at a bylaws template for samples, use common vocabulary to make your document professional. Keep an appropriate tone and include reasonable vocabulary.

   1. You do not need to use legal language in the bylaws, however. Instead, you should use simple language that is easy to understand.[3]

   2. Keep details for policies, not the bylaws. The bylaws are the guidelines with which to implement specific policies. Therefore, the bylaws should be flexible and able to be interpreted in conjunction with more detailed policies. Keep the bylaws fairly general.

4. Tailor the bylaws to your specific organization. Many templates and other instructions regarding writing bylaws are intentionally general so that they can be tailored to your organization. Your organization might have specific needs that require certain elements that other organizations do not.

   1. Writing church bylaws: A church’s bylaws will include a section about the congregation’s minister. This section would address the minister’s relationship to the congregation, the qualifications the minister should have, and the process for bringing on a new minister or dismissing the current one.[4] Sample language might start out with: “The Minister is the religious and spiritual leader of the church. He or she shall have freedom of the pulpit and of speech. The Minister is an ex officio member of the Board and of all committees, except the Nominating Committee.” [5]

   2. Writing corporate bylaws: For corporate bylaws, you might also include sections that address frequency of shareholder meetings, issues pertaining to company stock, and so on.[6]

 

Writing Your Bylaws’ Articles 

 

Write the Organization Name Article. This is a brief statement that identifies the official name of your organization. You can also give the primary operating location of your office in this article. If your organization is not physically fixed to a location (if you are a primarily online group, for example), you do not need to include an address.

• You might write in this section: “The name of the organization shall be the ABC Elementary PTO.”[7]

 

Write the Organization Purpose Article. This article will include your mission statement and vision for the organization. This can be fairly basic and simple, giving just a one-sentence statement. You can make it more complex, if you so choose.

• Sample language might read: “The organization is organized for the purpose of supporting the education of children at ABC Elementary by fostering relationships among the school, parents, and teachers.”[8]

 

Write the Membership Article. This article will address several sections, including eligibility (who can become a member and how), dues (do members need to pay a fee to join? Do they need to pay a fee annually?), classes of members (active, inactive), requirements for how to remain a member, and how to withdraw from membership.[9]

• Sample language for the first section under the Membership heading might read: “Membership is open to all who sympathize with the church's purposes and programs, regardless of race, creed, gender, sexual orientation, age, national origin, and mental or physical challenge.”[10] Continue with subsequent sections describing dues, requirements for remaining a member, and how to withdraw from the organization.

 

Write the Officers Article. This article will address several sections pertaining to officers, including listing each office, the duties related to each office, how officers are nominated and elected, terms of office (how long they can serve in their position), and how to handle vacancies.

• For example, for the first section, you might write: “The officers of the organization are a president, vice president, secretary, treasurer, and three directors.”[11] Then you will follow this with the other sections regarding officers, providing a description of each officer’s duties, and so on.

 

Write the Meetings Article. This article covers several sections that outline how often meetings will take place (quarterly? Semiannually?), where the meetings will take place (at the primary location of operation?), and how votes can be cast for motions.

• This article also establishes the number of a quorum, or the number of board members who must be present for motions to be carried. If an organization has nine board members, and the bylaw require two-thirds of the board to make up a quorum, then at least six board members must be present to make decisions for the organization. Some states may require a minimum for a quorum; check with your Secretary of State to find out your state’s requirements.[12]

• Sample language for the first section of this article might read: “Regular meetings of the society shall be held on the first Tuesday of each month.”[13]Then proceed to address the other sections in the rest of this article.

 

Write the Committees Article. These committees are specific to your organization, but they might include a volunteer committee, publicity committee, membership committee, fundraising committee, and so on. Include a brief description of each of these committees. Follow this section with a brief description of how committees can be formed (appointed by the board of directors?).

• Sample language might read: “The society shall have the following standing committees,”[14] followed by a list and brief description of each committee that you have.

 

Write the Parliamentary Authority Article. Parliamentary authority is the set of guidelines that govern your procedures for how your organization is run. Many organizations abide by Robert’s Rules of Order, a guide for how to run meetings in an assembly of people in order to ensure that voices are heard and taken into account.[15]An article on parliamentary authority will name the specific resource that guides the bylaws, procedures and operation of the organization.

• Sample language might read: “Robert’s Rules of Order shall govern meetings when they are not in conflict with the organization’s bylaws.”[16]

 

Write the Amendments and Other Provisions Article. While the bylaws are intended to be useful and to accommodate many situations that might arise in an organization’s life, from time to time they do require amendments, or minor changes, to clarify their scope. Writing into the bylaws the process by which bylaws can be amended will help demonstrate that your organization is flexible and understanding of change. Do not make it too difficult to amend the bylaws; instead choose a process that is appropriate for the culture and politics of your organization.[17] You can also include a section here that states your fiscal year, or you can include a separate article that states your fiscal year.

• Sample language regarding amendments might read: “These bylaws may be amended or replaced at any meeting of the society by a two-thirds (2/3) vote of those present and voting. Notice of any proposed change shall be contained in the notice of the meeting.”[18]

• Write the Conflict of Interest Article. Your organization should protect itself against a personal or financial conflict of interest from the board of directors or other officer. Include an article that specifies what should happen if someone has a conflict of interest.

• Sample language might be: “Whenever a director or officer has a financial or personal interest in any matter coming before the board of directors, the affected person shall a) fully disclose the nature of the interest and b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the corporation to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.”[19]

• Write the Dissolution Clause Article. Some state laws require a dissolution clause, or a statement that describes how the organization can be closed down. This can be a good idea even if your state does not require this clause, as it can help protect your organization in the event of in-fighting in your organization.

• Here, you might write: “The organization may be dissolved with previous notice (14 calendar days) and a two-thirds vote of those present at the meeting.”[20]

• Some states require organizations to include dissolution clause in their bylaws. Check with your state’s Secretary of State for specific information.[21]

 

Finalizing Your Bylaws 

 

Compile the articles into one document. Use consistent formatting throughout the document and use one font and one font size (11- to 12-point font is most readable). Include a title page with the bylaws with the name of your organization, the date of the last revision of the bylaws, and when the bylaws go into effect.

Ask a professional parliamentarian to review your bylaws. Your bylaws will outline procedures by which to run the organization, conduct meetings, elect officials or committee leaders, and so on. These procedures are based on rules that dictate what happens first, how many people need to vote to reach a decision, who can vote by proxy (sending in their vote instead of voting in person), etc. A professionally credentialed parliamentarian is someone who is an expert in these rules and procedures that oversee most bylaws.

• Parliamentarians can be found by contacting associations such as the American Institute of Parliamentarians[22] or searching online for “professionally credentialed parliamentarian” in your state. You will likely need to pay a consulting fee for their services.

 

Ask an attorney to review your bylaws. Consulting with a legal team that specializes in nonprofits can, for example, be useful in making sure that your bylaws cover the necessary ground. An attorney can also help you assess if your bylaws are consistent with your organization’s other key documents.

• Most communities have free or inexpensive legal counsel organizations that you can work with. These may be affiliated with a university law school or public or nonprofit law clinic.

 

Adopt the bylaws in an organization meeting. The bylaws need to be accepted by the organization in order for them to take effect. The director of the organization generally has the authority to adopt the bylaws.[23]

• Include a statement at the end of your bylaws that attests to their adoption, and include the date of adoption. The secretary of the organization should sign this statement as well.

 

File your bylaws with your state if necessary. Some states require that bylaws are filed with the state, while other states require only periodic reporting of key personnel and financial information.[24] Check with your Secretary of State to find out if you need to give a copy of your bylaws to your state agency.

• Corporate bylaws are typically not filed with any official agency. Many states require that corporations write bylaws,[25] but you don’t have to file them with your state. They may be shared with stockholders and other key individuals, however.[26]

 

 

Storing and Using Your Bylaws 

 

Keep your bylaws in a central location in your organization’s offices. Store them in a binder with your articles of incorporation, minutes of meetings, list of names and addresses of directors and other principal executives of the organization, membership records, and so on.[27]

• It can be a good idea to make your bylaws easily accessible to your members by posting them on your website or having them readily available at your offices. While there is no requirement that bylaws should be available, this does make your organization seem more accountable and transparent to your operating policies and procedures.[28]

 

Bring bylaws to membership and executive meetings. Having the bylaws on-hand will be useful when you hold membership or executive meetings. Consult the bylaws when you are voting on a motion, deciding on committee or board members, or otherwise engaging in activities specifically outlined in your bylaws. This will help your meetings run smoothly and reassure your members that their views are properly represented.

Review bylaws regularly and keep them current. As your organization changes, your bylaws may also need to change. The key to making the bylaws adaptable to change is to make them flexible and amendable in the beginning. Then you can either amend the bylaws to accommodate minor changes, or revise the bylaws to incorporate more substantial changes.

• You can make minor changes with amendments, which may cover the addition of a new committee, for example.

• If you are going to revise the bylaws, you should first hold a meeting of the organization’s members in order to provide input on what the revisions should be. Give notice to your membership that you will be holding a meeting to discuss and revise the bylaws, and give them the opportunity to submit changes for consideration. It is recommended that a few subcommittees work on the revisions: one subcommittee can write the revisions, another subcommittee can check these revisions for inconsistencies, and a third subcommittee can check the revisions for spelling and grammar. Present the final revisions to the membership to vote on the changes.[29]