By-Laws: The Pitchfork of the Nonprofit World
Picture the classic movie mob of villagers rampaging on the local mad scientist’s castle. There’s always one guy wielding a pitchfork, right? It is a valuable tool for farmers but can also double as a weapon. One could argue the same thing about nonprofit by-laws. Unfortunately, by-laws get a bad rap because too often they are used as a weapon rather than as a useful tool.
So aside from being used to cure insomnia or as an offensive weapon in board wars, what the heck is the point of having by-laws and how do you make them work for you?
They are the ground rules for the running of the organization. This is the primary function of by-laws. They provide the framework and the rules of the road so everyone knows how stuff is supposed to happen. How do people get on the board? How do they go off? How much longer do we need to tolerate the cantankerous and negative individual who only creates havoc? Your by-laws can answer that question.
They set expectations and duties for your board members. The board is responsible for the health and well-being of the board. Roles and responsibilities are described in the by-laws so individuals know what they are supposed to do. Your by-laws should also contain provisions for term limits, replacing officers in the event they can no longer carry out their duties (such as an unexpected and extensive illness or that person that stops attending meetings), and establishes a conflict of interest policy.
Allows for efficient operations of the organization. Your by-laws will probably contain provisions for the creation of committees and the ability to hire an executive director. Contrary to popular belief, committees are not where good ideas go to die. The point of committees is to the grunt work outside of the board meeting so valuable time won’t be spent researching an issue or wordsmithing. As your organization grows, you may need to hire someone to manage the day to day activities and your by-laws can allow for that.
Establishes your meeting procedures. By-laws will usually stipulate who can call meetings and how notifications are handled, elections, minimum meetings for the year, how many people constitute a quorum for business to be conducted, and the rules of order for the meeting (Dear Old Robert!).
While you want the by-laws to be clear and upfront, be sure that you don’t include things that are better suited to a procedure manual. You can amend your by-laws but you don’t want them to be so detailed that every time there’s a shift in technology or business methods you have to amend them.
The bottom line? Your by-laws are a tool to help your organization thrive and grow. They create a level playing field for your leadership and set common expectations for everyone.