What happens when bylaws are mentioned in a board meeting? Dread and confusion? Recoil and retreat?

When bylaws are mentioned, it usually means one of two things: that a conflict has risen to the point where the bylaws must be consulted, or that someone is pointing out an area of noncompliance that has gone unnoticed for years. Take time in the first quarter of 2022 to review bylaws, propose adjustments and finalize revisions.

Regulations about nonprofit bylaws are done individually by state, so there is quite a bit of variation. (This means you can’t just “copy and paste” another nonprofit’s bylaws!)  It’s important to obtain the applicable state laws and make sure that the bylaws are in compliance. In addition, some cities have further regulations for nonprofits.  Did you know that some states and cities have different rules for nonprofit organizations for which the board automatically includes an elected official or government employee as a result of that individual’s election or employment?

Pro Tip: Consult your city or state’s requirements, and mark your calendar to check for updates annually.

Three guiding principles for nonprofit bylaws:

1. Don’t put items in the bylaws that should be flexible. Here’s a great example: if you specify a board committee in the bylaws, and there hasn’t been such a committee in a few years, someone could claim that you are in violation of your own bylaws. Or, if the bylaws state that meetings will be held on the third Wednesday of each month, you can’t change to Thursdays without a change in the bylaws.

2. Bylaws are for the disruption of eruptions. Remember that if trouble erupts — such as internal conflict or attacks from others — the bylaws will become very important. With the fluidity and changes occurring in this sector, I recommend the Governance Committee review the bylaws on an annual basis.  Because board officer terms can  make it hard for the board to keep track of bylaw revisions, have this duty included as a responsibility of the Executive Director.

3. Revision tracking. Immediately attach (by staple if necessary) any changes made to the bylaws to the copy kept by the Executive Director. Too often everyone forgets about changes to the bylaws, when it happened, what it used to be and why. A living history of bylaws will give you insight every time you review and consider a change.


Use my checklist to ensure the most important provisions are included in your bylaws:

Pro Tip: Check with your secretary of state to see if online meetings are legal or what is allowed temporarily during the COVID-19 pandemic.

After the bylaw review and/or revision, what’s next?

Each board member should be given a copy of the articles of incorporation, the IRS and state determination letters, and the bylaws. Some organizations also post their bylaws on a password-protected section of their website. (Contrary to popular belief, your bylaws do not need to be made available to the public.)

So…what if I DON’T review my bylaws?

You know how you forget to floss between dentist appointments and you end up in the chair WAY longer than you want to be or worse, have to come back for a drill and fill?

Reviewing your bylaws is like flossing. It’s not always our favorite thing to do, but it prevents uncomfortable situations later. Appropriate adjustments to the bylaws should be recorded in the board minutes, added to copies of the bylaws, and, in some cases, reviewed by an attorney experienced in nonprofit law.

Consider this: An individual is invited to join your board without much scrutiny and are later found to be disruptive and destructive. Too often the board looks to the bylaws to see how to remove such a person, only to discover that the bylaws were written twenty years ago (and seldom looked at since) and have no such provision.

Wouldn’t it have been easier to floss?