An Introduction to Bylaws

The bylaws of an organization define what the organization does, why it exists, and how it operates. When used in the corporate world, bylaws are similiar to a country's constitution in the political world. They often cover how directors are elected, what officers the company has and a description of their responsibities, and how high level meetings are conducted.

Creating an organization's bylaws can be a daunting task. There are several articles that are typically included in the bylaws of an organization, including Name, Object, Members, Officers, Meetings, Executive Board, Committees, Parliamentary Authority, and Amendments. Each of these articles are outlined below.

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Articles of an Organization's Bylaws

Name

Unless it is specifically stated in a company charter, the "properly punctuated name of the society should be given" as the first article of the bylaws.

Object

Why the company exists and the purpose of its existence should be set forth in this article of the bylaws. A one sentence explanation should be sufficient, and "the statement should be general in its application, since it sets boundaries within which business can be introduced at the society's meetings."

Members

The article on members may contain several sections including the types of members of the organization, the eligibility requirements for members, any fees that are required to be a member, and any participation requirements that may be enforced for a member to remain a part of the organization.

Officers

Any officers that are required by the organization should be included in this article and are listed in the order of importance of the office. Therefore, the president or highest ranking officer should be listed first, the vice-president should be listed second, and so forth. Besides the title of the officer, the expected duty of that position may also be included in this article. If the duties are too lengthy to mention in this article, a separate article that outlines the duties of each office may be included immediately following this article.

The means by which the officers are nominated and elected as well as provisions on how a vacancy in an office should be filled may also be included in the article on officers.

Meetings

The first section of the article on meetings is used to establish the date of regularly scheduled meetings (e.g., "the first Tuesday of the month"). Another section of this article should include the method by which a special meeting may be called by the organization: without this section, special meetings may not be called for any reason. The quorum for all meetings should be established in this article as well.

Executive Board

Also known as the Board of Directors, this article outlines the powers of the board, the members of the board, and any special rules that should be applied to how the board operates such as how often they meet and what constitutes a quorum for the board.

Committees

Any standing committees of the organization should be specified in this article of the bylaws. The name of the committee, its composition, and how members are selected should be included in a separate section for each committee. The manner in which special committees are created should be set forth in a seperate section of this article.

Parliamentary Authority

The parliamentary authority of the organization should be outlined in a single sentence. This site uses Robert's Rules of Order Newly Revised as its parliamentary authority. Although other official parliamentary references may be used as a guide for the organization, only the parliamentary authority specified in this article is to be used as a binding authority for the organization.

Amendments

The bylaws of the organization should usually include provisions as to how changes should be made to those bylaws. This article should state what type of previous notice must be made to the members of an organization before a vote on an amendment may take place. It should also explain what percentage of the members present must vote in the affirmative in order for an amendment to pass (usually two-thirds).