What Not to Put in Your Nonprofit Organization's Bylaws

Bylaws are the foundational governance document for a nonprofit organization, outlining its operational framework and the rights and responsibilities of its members, directors, and officers. While essential for structure, it's equally important to know what not to include to maintain flexibility, ensure legal compliance, and foster effective future governance.

Here’s what you should generally avoid putting in your nonprofit organization's bylaws:

1. Detailed Organizational Policies and Procedures

Bylaws should focus on high-level governance and core structural elements, not the day-to-day operational details or specific policies that are likely to change frequently.

• Why avoid it? Including detailed policies (like travel reimbursement, specific hiring practices, or detailed event planning protocols) makes the bylaws cumbersome and rigid. Amending bylaws requires formal processes (often board or member votes), making it difficult to adapt quickly to evolving needs or best practices.
• Practical Insight: Keep operational policies and procedures in separate, easily modifiable documents such as a policy manual, employee handbook, or board resolutions. This allows the organization to update them as needed without amending the core governance document.

2. Policies that Adversely Affect Future Boards

Avoid incorporating overly restrictive or highly specific policies that could tie the hands of future boards of directors or hinder their ability to govern effectively in a changing environment.

• Why avoid it? Bylaws should empower future leaders, not limit their discretion or ability to innovate. Such provisions can create unforeseen challenges, stifle strategic decision-making, and even lead to legal complications or internal disputes if they prove unworkable.
• Example: A bylaw that mandates a specific vendor for all services for perpetuity, or one that sets highly specific, unchangeable qualifications for board members beyond what's legally necessary.
• Solution: Focus on broad principles and essential structural elements, trusting future boards to develop appropriate policies and make sound decisions within the established framework.

3. Provisions that Violate State Laws

Any clause in your bylaws that contradicts or violates applicable state or federal laws will be unenforceable and can expose your organization to legal risks.

• Why avoid it? Legal compliance is paramount. Bylaws must always conform to the laws of the state where your nonprofit is incorporated. Provisions that conflict with statutory requirements (e.g., quorum requirements, voting rights, director liabilities) are invalid.
• Practical Insight: Before finalizing bylaws, it's crucial to consult with legal counsel specializing in nonprofit law to ensure full compliance with all relevant regulations, including corporate laws, tax laws, and charitable solicitation laws.
  • Resource: For general information on nonprofit legal compliance, you can refer to organizations like the National Council of Nonprofits.

4. Inconsistencies with the Articles of Incorporation

The articles of incorporation (or certificate of formation) are the primary legal document establishing your nonprofit, filed with the state. Bylaws derive their authority from, and must be consistent with, these articles.

• Why avoid it? Inconsistencies create confusion, undermine legal validity, and can lead to disputes. The articles of incorporation generally take precedence over the bylaws in case of a conflict.
• Example: If your articles state a specific purpose, your bylaws cannot contradict or significantly narrow that purpose. If your articles specify a minimum number of directors, your bylaws cannot state a lower number.
• Solution: Always review your articles of incorporation when drafting or amending bylaws to ensure complete alignment. Bylaws typically provide more detailed operational rules for the framework established in the articles.
  • Resource: Learn more about the distinction between articles of incorporation and bylaws from legal resource sites like Nolo.

5. Making Bylaws Too Inflexible

While bylaws provide structure, overly rigid provisions can hinder an organization's ability to adapt, grow, or respond to unforeseen circumstances.

• Why avoid it? Life and organizations evolve. Bylaws that are excessively detailed or difficult to amend can lead to operational paralysis, forcing the organization to operate in outdated ways or struggle to adapt to new legal requirements or strategic directions.
• Practical Insight:
  • Amendment Process: Ensure the amendment process is clear but not overly burdensome (e.g., requiring a supermajority vote of members for minor changes might be too restrictive for some organizations).
  • General Language: Use general language where appropriate, allowing the board to establish more specific rules via policy or resolution.
  • Regular Review: Schedule periodic reviews of your bylaws (e.g., every 3-5 years) to ensure they remain relevant and effective.

6. Incorporating Robert's Rules of Order Directly

While parliamentary procedure is valuable for conducting orderly meetings, specifically embedding "Robert's Rules of Order" into your bylaws can be problematic for many smaller or less formal nonprofits.

• Why avoid it? Robert's Rules are comprehensive and complex. Mandating their full application in bylaws can be overwhelming, lead to unnecessary procedural debates, and slow down decision-making, especially for boards that don't have members extensively trained in parliamentary procedure.
• Solution: Instead of incorporating them directly, bylaws can state that meetings will be conducted according to "common parliamentary practice" or "generally accepted rules of order" to ensure fairness and efficiency. If a formal parliamentary guide is desired, specify a simpler version (e.g., Robert's Rules of Order Newly Revised In Brief) or use language that allows the board to adopt a parliamentary authority by resolution.
  • Resource: For a discussion on parliamentary procedure in nonprofits, consider resources like BoardEffect insights.

Summary Table: What to Avoid in Nonprofit Bylaws

To help clarify, here's a quick reference on what to generally avoid and why:

By understanding what to omit, nonprofit organizations can create robust, effective bylaws that serve as a strong governance framework without becoming an obstacle to their mission and growth.