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Make sure your bylaws specify the following:   

1. Indemnification statement.This limits the personal liability of board members.
   

    

    

2. Make-up of the board. Making the board too large or too small could interfere with getting anything done. If your board seems to be the right size but you need more people to get things done, consider appointing non-members to board committees rather than enlarging the board. (This is also a good way to “audition” potential new board members.) |

    

    

3. Terms. Include the titles of officers, how the officers are appointed and their terms. Be sure to specify procedures for removing board members and officers. 

    

    

4. Conflict of interest policy. Many bylaws state that the organization will have a conflict of interest policy but don’t specify its exact wording.

    

    

5. Meetings. Specify the minimum number of meetings the board will hold each year, how special or emergency board meetings may be called, if meetings can be held by conference call or on the Internet and whether decisions can be made by email. 
6. Quorum. Be careful when setting the requirement for the number of board members who must be present in order to hold a valid board meeting. A low quorum (one-fifth of the board) could discourage attendance. But if the quorum requirement is too high, the board may have difficulty making necessary decisions.  

    

    

7. Committees. Specify how a committee may be created or dissolved and how members are appointed. Refrain from naming specific committees so you won’t have to change the bylaws each time you create or change a committee. Instead, state that the board can create and dissolve standing and temporary committees as it sees fit. 

    

    

8. Executive Committee. Create an executive committee that is empowered to make decisions between board meetings. However, be careful that you don’t give the executive committee more authority than is permitted by law. 

    

    

9. Bylaw Changes. Make sure you can change the bylaws if necessary. However, make the process difficult enough to ensure that the bylaws aren’t constantly changing to suit the whims of board members. 

Tips for Writing Bylaws  

• Keep them short. Bylaws should set forth the basic structure and abilities of the board. If you put too much detail in the bylaws, you’ll find yourself changing them frequently to accommodate organizational changes.
• Review them. Review the bylaws every few years to make sure they are up-to-date and reflect organizational changes. If bylaws aren’t upheld during a dispute, board members could be held liable for breaching their duty to the organization. 
• Make them public. This is not required by law, but it will help to increase your accountability and transparency. 
• Consult sample bylaws. However, make sure you tailor your bylaws to meet the organization’s unique mission and circumstances. 
• Consult a lawyer or other professional before adopting any bylaws.  

Learn More About It

Masaoka, Jan. 2010. “Bylaws Checklist.” Board Café. 

 What Are Nonprofit Bylaws? Where Can I Find Samples? Foundation Center. 

Fritz, Joanne. “What Are Bylaws? Why Does My Nonprofit Need Them?” About.com Guide.

Riedel, Bunnie. 2009. “Bylaws Checklist and Checkup.” Nonprofit Conversation Blog. 

Takagi, Gene. “Nonprofit Bylaws: The Operating Manual to Your Organization.” Information from California Nonprofit Attorney Gene Takagi.