Once you decide to incorporate your organization (known as registration in some countries) you will need to create bylaws. Some organizations use their incorporation document (called Articles of Incorporation in the U.S.) as their bylaws, but we don’t recommend this. Such documents are usually convoluted, focused on financial conflicts of interest and operation details that qualify it for national nonprofit status.
In contrast, your bylaws are your internal policies that you and future leaders will regularly refer to for leadership procedures. In order for your bylaws to serve this purpose well, they must be as short and concise as possible.
Work with your fellow leaders to ensure that your bylaws will cause the sort of leadership behaviors necessary for your organization to thrive. Beware of nonprofit bylaws templates that are circulating on the internet and through lazy nonprofit coaches. Many of these bylaws templates include clauses that will eventually pit leaders against leaders. Most are also so overburdened with legal language that not even an attorney can figure out what the original intention was.
Ensure your bylaws are as short as possible and use common language that all future leaders will clearly understand. Leave out more specific policies that require frequent updates such as those used in daily operations.
Your bylaws must include:
- Purpose of the organization (also known as mission statement)
- Whether or not the organization has members and what privileges they have,
- Responsibilities of different leadership roles (including your executive director),
- How leaders are chosen,
- Removal of leaders not doing their job,
- The resignation process, and
- How amendments are made to the bylaws,
- Any other specifics required in your country.
We do not recommend member-elected boards because the vast majority of members will not investigate nominees before casting their vote. This allows self-interested people to take over the organization for their personal goals. We realize that in some countries, members are required to vote for board members. If this is the case in your country, you can avoid danger by including in your bylaws very strict criteria for board nominees such as significant time spent volunteering for the organization, three or more recommendations from current partners and similar.
We recommend requiring full consensus of all leaders for removal of any leader. Such removals must require proof of that leader doing harm to the organization. We also recommend full consensus of all leaders before any amendment to the bylaws is made. However, if you and the others prefer majority vote, make sure that leader removal and bylaws amendments require a super majority of at least two thirds of all voting leaders if not three quarters. This should prevent wanton removals and amendments offered on a whim that could throw the organization into a tailspin.
Also, never give voting power to any smaller committee of the full board, not even an executive committee. The full board must be involved in all decisions that require a vote. Committees should only bring their recommendations to the full board.
Below is a very simple template that demonstrates how straight forward your bylaws can be.
BYLAWS OF (NAME OF ORGANIZATION)
Article I: Purpose
Insert your mission statement here.
Article 2: Members
Clearly state whether or not your organization has members and what privileges they have.
Article 3: Board of Directors & Executive Director
Include a section for each title that specifies their duties and how they are elected or appointed. If you choose to include term limits for board members, be sure to find a means of keeping these informed and committed leaders involved in your organization.
We recommend that you make your executive director a voting member of the board. This bridges the divide between staff and board and results in a more egalitarian organization.
Include a section for Removal that clearly states that significant harm to the organization must have been committed by that leader and that a full consensus of the entire board is required. If you and your team prefer majority vote, than removal of any leader must be by super majority of at least two thirds if not three quarters of the entire board.
Include a section for Resignation. Usually all that is required is notice in writing from that leader to any member of the board or a specific board member.
Article 4: Amendments
Clearly state that any amendment to these bylaws requires a full consensus of the entire board. If you and your team prefer majority vote, than all amendments must be approved by super majority of at least two thirds if not three quarters of the entire board.
At the bottom of your bylaws document include a note stating the date the Board of Directors approved them.