Keith Mack
If you're looking for free help to revise your bylaws, there are several online resources available. LawHelp.org, for instance, offers free legal assistance and information about your legal rights from nonprofit legal aid providers in your state. Law Help Interactive is another website that helps individuals fill out legal documents for free without the need for a lawyer. It asks you questions and uses your answers to complete the necessary documents. Additionally, specific websites provide tips and suggestions for small nonprofits seeking to revise their bylaws, including recommendations for voting procedures, term limits, and board operations. These online resources can be valuable tools for those seeking free guidance and information about bylaw revisions.
| Characteristics | Values |
|---|---|
| Bylaws revision for | Nonprofits |
| Length of bylaws | Several pages long |
| Content of bylaws | Elections, terms, minutiae |
| Nature of bylaws | Broad topics, infrequently changed |
| Voting | Via email, conference call |
| Voting by proxy | To be done away with |
| Board members | Term limits |
| Revision tips | Create a timetable, use case cards, stay calm |
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What You'll Learn
Bylaws should be broad and infrequently changed
Bylaws should be amended infrequently and only when necessary. While it is important to keep bylaws relevant and up-to-date, particularly in response to changes in an organisation's structure or local, state, and federal laws, it is also important to ensure that bylaws are not amended too frequently. This is because bylaws are foundational governance documents that require careful review and deliberate updates. Overly detailed bylaws can hinder flexibility, so it is important to keep bylaws broad and policies specific.
When amending bylaws, it is essential to follow the procedures outlined within the bylaws themselves and applicable state laws. Nonprofit boards, for example, must ensure proper notice, documentation, and voting when proposing bylaw amendments. Minor changes can often be included with routine filings, but more significant changes, such as operational or structural updates, must be reported to the relevant authorities. Legal counsel is often essential to ensure compliance and proper drafting of amendments.
Before amending bylaws, it is important to consider the potential risks and consequences. Any amendment that impacts governance structure, board composition, or voting rights could potentially invite legal challenges if not executed properly. It is also important to ensure that changes do not conflict with federal or state regulations or the organisation's Articles of Incorporation. A revision is a large-scale change to a bylaw that can completely replace a set of bylaws with a new set. Revisions can be amended before they are adopted, and it is important to keep a record of the changes made.
While it is important to review and amend bylaws when necessary, it is also important to ensure that the process is thorough and deliberate. Rushing into changes can lead to inconsistencies and problems, so it is often a good idea to have a lawyer review the drafts of new amendments. Additionally, it is worth noting that certain changes, such as those related to board composition and voting rights, may require a certain level of approval from the organisation's members. As such, it is important to consider the potential impact of any changes on the organisation as a whole.
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![Revision of the By-Laws and Ordinances of the Mayor, Aldermen & Commonalty of the City of New York : Reviser'S Reports to the Common Council, &C. & C. 1838 [Leather Bound]](https://m.media-amazon.com/images/I/617DLHXyzlL._AC_UY218_.jpg)
Allow for votes via email or conference call
Technology has made it possible for boards to meet and vote remotely, either via teleconference, video conference, or electronic communication such as email. However, there are several factors to consider when deciding whether to allow for votes via email or conference call.
Firstly, it is important to check your organisation's bylaws and the relevant state laws to ensure that email or conference votes are permitted. Some states have specific requirements for email votes, such as the need for unanimous written consent or electronic signatures. It is also worth noting that some states prohibit proxy voting, which includes email votes, as it may hinder thorough discussion and the consideration of new information. Therefore, it is crucial to understand the legal framework surrounding remote voting before proceeding.
Secondly, there are advantages and disadvantages to both email and conference calls as voting methods. Email voting is convenient, especially for geographically diverse members, but it may not guarantee timely responses or thorough discussion. Conference calls, on the other hand, facilitate real-time communication and allow for immediate feedback and discussion, even without a full quorum. They can also ensure that all members participate simultaneously, which is a requirement for electronic meetings in some states.
To ensure a smooth and valid voting process via email or conference call, it is recommended to have clear procedures in place. This includes obtaining clear consent, ensuring the security and authenticity of votes, and documenting the voting process for future reference and ratification.
In conclusion, while allowing for votes via email or conference call can provide flexibility and accessibility, it is important to consider the legal, technical, and procedural aspects to ensure a fair and effective decision-making process.
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Voting by proxy should be avoided
There are several online resources that can help you revise your by-laws for free. LawHelp.org, for instance, provides free legal help and information about your legal rights from non-profit legal aid providers in your state. You can also create complete legal documents for free to protect your rights in housing, family law, debt collection, and other types of problems. Washington Law Help is another similar resource if you are based in Washington State.
Now, here are some paragraphs on why voting by proxy should be avoided:
Voting by proxy can be detrimental to the democratic process and the integrity of the vote. Firstly, it can limit discussion and negatively impact attendance. When individuals vote by proxy, they are less likely to engage in discussions about the issues at hand. This can result in a lack of diverse perspectives and hinder the thorough consideration of different viewpoints. Lower attendance at voting events can also impact the legitimacy and representativeness of the voting outcomes.
Secondly, proxy voting can lead to potential abuses of power and improper voting. In some cases, proxy holders may be given discretionary authority, allowing them to vote according to their own interests rather than those of the person they represent. This could result in proxy votes not accurately reflecting the wishes of the voter, undermining the very purpose of voting.
Additionally, the use of proxy voting can create a compromise between the state and voters that may not be in the best interest of a healthy democracy. While it benefits the state by increasing voter turnout, voters who choose to vote by proxy may be doing so to avoid direct participation in the voting process. This could indicate a lack of engagement or interest in the issues being decided, which is not conducive to a healthy democratic culture.
Proxy voting can also pose challenges in terms of authentication and security. When votes are cast electronically or by mail, there is a risk of fraud or misuse. Ensuring the security and integrity of proxy votes can be more difficult compared to in-person voting, where individuals' identities can be verified more easily.
Furthermore, proxy voting can complicate the process of reaching a quorum. While it may help meet the minimum number of participants required for a quorum, it can also introduce complexities when proxy holders do not wish to take a stand on contested issues. In such cases, they may choose not to supply a proxy, making it more challenging to reach a quorum and delaying decision-making processes.
In conclusion, while proxy voting can have certain benefits, such as allowing absent members to participate in voting, the potential drawbacks outlined above suggest that it should be avoided or, at the very least, tightly regulated to ensure fairness and transparency.
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Implement term limits for board members
Implementing term limits for board members is a highly debated topic for nonprofit boards. While some argue that term limits are necessary for board revitalisation, others believe that they hinder institutional memory. Here are some key considerations for implementing term limits for board members:
Benefits of Term Limits
Term limits for board members can provide several advantages:
- Encourage New Talent and Perspectives: Term limits allow for the recruitment of new members with diverse backgrounds, skills, and ideas. This can lead to fresh perspectives in decision-making and help the board reflect changing organisational needs.
- Avoid Stagnation and Burnout: Limiting terms can prevent board members from experiencing stagnation, tiredness, or burnout. It also enables the board to adjust its leadership and composition to suit the evolving requirements of the organisation.
- Facilitate Leadership Development: Term limits can encourage a culture of mentorship and leadership development. With staggered terms, more experienced members can mentor and support newer ones, ensuring a smooth transition and knowledge transfer.
- Ensure Respectful Exit for Ineffective Members: Term limits provide a respectful mechanism for dealing with passive, ineffective, or problematic board members. It allows for a planned exit without causing disruption or discomfort.
- Expand Supporter Base: Term limits can help enlarge the circle of committed supporters as members rotate off the board. This can foster a broader base of dedicated volunteers and enhance the organisation's reach and impact.
Challenges of Term Limits
However, implementing term limits also comes with certain challenges:
- Loss of Institutional Knowledge: The turnover of board members may result in a loss of valuable institutional knowledge, expertise, and insights gained from experience. This could be particularly challenging for newer or more complex organisations.
- Increased Administrative Burden: Implementing and managing term limits may add to the administrative workload, especially with frequent turnover. Recruiting, orienting, and developing new members require sustained focus and effort to maintain board cohesiveness.
- Disruption of Continuity: High board turnover may disrupt the continuity of activities and projects. Maintaining long-term focus and ensuring follow-through may become more challenging with frequent changes in membership.
- Loss of Dedicated Members: Term limits may result in the loss of long-term, dedicated, and effective promoters of the organisation's mission. Finding suitable replacements for these committed members can be challenging.
Best Practices for Term Limits
When considering term limits, here are some best practices:
- Staggered Terms: Implement staggered terms to ensure that not all members' terms expire simultaneously. This maintains continuity and provides mentorship opportunities for new members.
- Term Length: Determine the appropriate term length based on your organisation's needs. While one-year terms may be too short, three-year terms are common, allowing new members to acclimate and contribute effectively.
- Succession Planning: Develop a comprehensive succession plan to ensure a smooth transition between outgoing and incoming board members. This can include identifying, cultivating, and mentoring future leaders.
- Guidelines for Emeritus Status: Create guidelines to honour and engage outstanding former board members. Explore ways to retain their involvement, such as advisory council assignments or fundraising roles.
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Create rules, systems, and culture for a solid board
Creating a solid board requires a thoughtful combination of rules, systems, and culture. Here are some guidelines to achieve that:
Rules
When establishing rules for a board, it is essential to define a clear set of guidelines that govern the relationships between board members and, consequently, influence their decisions. These rules encompass various aspects, such as mindsets, shared values, group norms, and beliefs. They shape the discussions, engagement, and trust levels within the board. It is crucial to document these rules explicitly and distribute them to all members.
Systems
A well-structured board should have systems in place that promote effective governance and decision-making. This includes considering the composition of the board and selecting directors with diverse expertise, such as cybersecurity and financial experience, to address modern challenges. The board should also periodically assess its systems and governing types to ensure they remain effective and relevant.
Culture
Board culture refers to the unwritten rules and shared values that influence the behaviour of board members. A healthy board culture promotes long-term perspective and ethical decision-making, counterbalancing short-term pressures. To foster a strong culture, the board chairperson plays a pivotal role in reinforcing and transforming the culture. This includes encouraging constructive conflicts and challenging complacent thinking. Leaders need to set the tone and actively guide board discussions and activities toward desired issues, such as risk assessment or strategic shifts.
Implementation
To implement these guidelines, it is recommended to:
- Assess the current board composition and identify areas where diversity and specific areas of expertise can be introduced.
- Establish a clear set of rules and distribute them to all members, ensuring they cover mindsets, values, norms, and beliefs that will guide relationships and decisions.
- Foster a culture that encourages long-term thinking and ethical behaviour, with the board chairperson taking an active role in setting the tone and reinforcing shared values.
- Regularly review and adapt the systems and governing types to ensure they remain effective and aligned with the board's goals.
- Encourage constructive conflicts and diverse perspectives, challenging complacency and promoting innovative solutions.
By following these steps, a board can establish a robust foundation of rules, systems, and culture, leading to effective governance and decision-making.
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Frequently asked questions
Bylaws are the most basic rules of operation for a board and nonprofit. They cover the highest level of operation of the board and are infrequently changed.
LawHelp.org and Law Help Interactive are free resources that can help you create legal documents and protect your rights in housing, family law, debt collection, and other types of problems.
It is recommended that bylaws allow for votes over email or conference calls. However, email voting should be used sparingly as discussions that would usually happen in person may not happen over email.
"The Little Book of Boards: A Board Member's Handbook for Small (and Very Small) Nonprofits" is a cost-effective resource that can help get everyone on the same page regarding bylaws.
An example of a bylaw is implementing term limits for board members.
