How to write by laws for a non for profit organization

Written by Wisdom Counselors

One of the most tedious processes for non-profit organizations is the creation of the bylaws. The purpose of this article is to provide you with a basic template or frame to guide you and/or your potential Board members through this process in an effective and efficient manner. There are approximately 9 categories to the bylaws process; they are as follows:

Article I: Name and Purpose

The purpose of this category is to establish your organization’s name and the purpose of your organization. Within this category, providing some of your market research is highly recommended. Some questions you can mull over are:

1)Who is your target population?
2)What needs are you addressing?
3)Why is your organization in existence?

Article II: Roles and Responsibilities

The purpose of this category is to establish your Board of Directors (BOD) roles, responsibilities and conduct. Some questions that can be discussed are:

1)What type of culture do we want to create among the BOD?
2)What role will everyone play within the organization?
3)Who will handle what tasks?
4)What type of behavior is appropriate in and outside of the board room?
5)What will be the guidelines for arbitration? Establish your mediation methodology before the argument.

Article III: Structure & Composition

The purpose of this category is to establish the structure, operations and demographics of your BOD. Some questions you can discuss are:

1)How many people do you want on your BOD?
2)Do you want a diverse BOD?
3)Do you need to establish tiers on your BOD?
4)How much (financially and expertise) should each BOD contribute to the organization?

Article IV: Membership

The purpose of this category is to establish the selection process of the BODs, terms served on the board and voting process. Some questions you can discuss are:

1)How are we going to attract and retain good board members?
2)How long will each board member serve?
3)What is the most effective type of voting mechanism for your organization?

Article V: Annual Meetings

The purpose of this category is to establish your meeting dates and attendance. Some questions you can discuss are:

1)How often do we need to meet to get the job done?
2) How many times can a board member be late and/or absent before removed from the board?

Article VI: Officers of the Board

The purpose of this category is to establish the board officers – the leadership. This section is one of those that truly differ from organization to organization. Some questions you may want to discuss are:

1)What key leadership roles do we need to function effectively and efficiently?
2)How long do you want these individuals to be in office?
3) What will their responsibilities be?

Article VII: Board Committees

The purpose of this category is to establish the board committee heads – the extension of the leadership. This section also differs from organization to organization and can sometimes be merged with Article VI. Some questions you may want to discuss are:

1) What key leadership roles do we need to function effectively and efficiently?
2) How long do you want these individuals to be in office?
3) What will their responsibilities be?

Article VIII – Miscellaneous Provisions

The purpose of this category is to establish the indemnification, removal policy, conflict of interest policy, lawsuits, etc. A rule of thumb for this category is to insert all pertinent policies that are vital to the survival of the organization. Some questions you may want to discuss are:

1)What is a conflict of interest? How to handle situations where a conflict arises?
2) How to remove board members before their term?

Article IX – Amendments to the Bylaws

The purpose of this category is to establish an amendment process. Like any constitution, with growth things change and/or there could be an oversight in the initial stage or an immediate need that needs to be addressed. To account for any changes, the amendment process is vital. Some questions you may want to discuss are:

1)How often should the bylaws be amended?
2) What is the most effective voting mechanism?

If you need additional assistance with writing your bylaws or have any specific questions, I can be reached at This email address is being protected from spambots. You need JavaScript enabled to view it. . Stay tuned for more business nuggets…