I have created many entities in my days as a revitalization coordinator. I have managed my share of 501 (C) 3 and 4s, in a number of different states. The one thing the organizations had in common is they all had by-laws.

By-laws should never be a secret document, and anyone joining a non-profit board should get a copy of the bylaws upon joining the board. The by-laws are the rules of the organization and procedures for conducting business

Many times, older organizations never think of the by-laws until something goes wrong. They struggle to find a copy of the by-laws because it is not something boards use everyday. When dusted off and examined, it may appear that the by-laws tell a different story of how the organization is supposed to operate.

Items like the date of the annual meeting, rules for voting, and appointments, can differ significantly, from what is customary in an organization. I have always looked at those situations as if the people in charge of the organization were trying to do their best. They should just proceed in an orderly fashion after they find out they have made some oversights. 

When a conflict or issue arises, I usually recommend that the organization either change the by-laws and/or change the way they are operating. Normally the by-laws will spell out how members need to be notified in order to have a lawful change in the by-laws. There is usually a notice that is given, and once the by-law change is introduced, there may be a waiting period for enactment of changes. 

I have been involved in a few situations where the by-laws were critical, and both times, it concerned having aberrant behavior on the board. There are times when someone on the board continually does things that mystify the other members. Incidents may warrant asking someone to leave the board. This is difficult, because you do not want to have someone who volunteered leave with a bad taste in his or her mouth. It may on occasion be necessary to force the person to leave.

In times of peril, the by-laws are always the guiding force. If the by-laws have not been seen in years and years, there may be a problem. Once I saw a board go through the process of amending the by-laws so they could create a system for removing someone. It took months and months, and the board decisions were paralyzed in the in the interim.

The kinds of items that need a periodic review include the following:

The Purpose of the Organization — There are times when the mission of an organizations changes over the years. I have had organizations working on housing when the by-laws of the organization say they should concentrate on only commercial development.

Qualifications for Director — There should be some minimum criteria for people being elected or appointed to the board. To be able to function as a unit, there will need to be some knowledge about what the board does or an interest in the subject area. Although board members will always learn something from serving on the board, if there is no knowledge, it tends to inhibit the free flow of discussion because there is constant need to explain.

Term of the Director — There should be a system in which the board is re-elected or cycle off the board. Some boards have people stay on for a maximum of 10 years. Some organizations have life long members and there is nothing wrong with that, but largely it is a good idea to have some changing of the board to keep ideas fresh.

Duties of the Officers — There should be detailed responsibilities of the board laid out in the by-laws. Older organizations sometimes have slipped into habits that violate the by-laws. For example, the Secretary of the Board at some point has some problem and cannot take the minutes for a period of time. Another officer steps in and offers to keep the minutes. When the Secretary comes back, they agreed that they like the other person’s minutes better, and the other person is then responsible for the minutes from that point on. The Secretary is then no longer involved. These kinds of situations happen, and if they are in violation of the by-laws, there should at least be a resolution of the board concerning customary procedures.

Removal Process — This is where the rubber hits the road. When this is required, there is little that the board could do to if this section is not strong. I always like to have a section concerning suspension of a board member for items dealing with theft or some language about actions detrimental to the organization.

Special Meeting — From time to time there is a need to call a special meeting. There should be procedures for calling the meeting. There should be a set time allowed for the notice, and language concerning how many people need to be present. 

Quorum — There should be specific language concerning what constitutes a quorum.  There should be a number for a quorum for a board meeting and the number needed to make decisions at a special meeting.

Committees — There needs to be a structure delineating how a committee is formed, and how the committee operates. There should never be a case where people outside the board are making board decisions.

Conflict of Interest — No one should be making money from the non-profit that they represent. There are times when an attorney or an accountant will provide a reduced rate and these normal expenses should be dealt with in the by-laws. There is no universal way to do it, but it has to be spelled out on what the board will and will not do when it comes to conflicts.

Signed — The by-laws must be signed. If there is not a signed copy of the bylaws, then they should be approved again and signed by the officers. Signing them makes them enforceable.

If you have been serving on a board of a non-profit for a while and have not seen the by-laws, I suggest you ask to see them and review them.