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BY-LAWS
Discussion
An organization’s by-laws are
legally binding and detail how the organization is structured and governed.
The content of bylaws are determined by state law. NPCs are encouraged to
review them on a periodic basis, or at least every three years, to ensure that they are consistent with the
organization’s operations and state laws. Again, before drafting or revising
the bylaws, contact the responsible state agency.
Best
practices suggest that nonprofit bylaws should include the following even if
they are not required by state law.
Suggested Bylaw Contents
General Information
- Official
name of the organization
- Primary
office location
- Organization's purpose(s)
- Tax
exempt limitations (i.e., no participation in political campaigns or
private inurement.)
- Procedures for amending the bylaws
- Procedures for dissolving the organization
- Disposition of assets upon dissolution
Member Information
(if organization has members)
- Qualification
and classes for membership, including rights and privileges
- Procedures
for admission as a member
- Dues
obligations of members
- Transfer
of membership
- Resignation
of members
- Removal
of members
- Notice required for membership meetings
- Quorum requirements
- Frequency of meetings and meeting procedures
- Circumstances under which members may be
expelled
- Voting procedures
Board of Directors Information
- General powers of the directors
- Number
of directors
- Director's
backgrounds (i.e., medical center Director, Chief of Staff, ACOS for
Research and/or Education, two outside directors, etc.)
- Terms
and term limits of directors (generally three year term limits)
- Nomination
and election of directors
- Resignation
of directors
- Removal
of a director (i.e., with or without notice, failure to attend 3
consecutive meetings, etc.)
- Process
for filling vacancies
- Notice
required for board of directors meetings
- Frequency
of meetings and meeting procedures (i.e., four per year)
- Quorum
requirements
- Descriptions and powers of
standing
committees (if any)
- Meeting
procedures (i.e., actions without a meeting, meeting by telephone, etc.)
- Compensation
(i.e., statutory VA members may not be compensated for their board
services))
- Action
taken without a meeting (i.e., consent in writing to waive a meeting,
vote, etc.)
Officers
- Qualifications for holding office
- Duties of officers (i.e., chair, vice-chair, secretary and treasurer)
- Process for selecting or appointing officers
- Terms and term limits
(i.e., two years)
- Provision for a executive director (if not an
officer)
- Circumstances under which officers may be
removed
Fiscal Matters
- Audit (only needed if different from the
statutory requirement)
- Indemnification
and insurance
- Investments (only needed if different from
the statutory requirements)
Special
Note: It is not necessary for an organization's bylaws to specify
rules of order. However, if they do specify rules of order (i.e., Robert's
Rules of Order), then the organization should be very careful to follow those
procedures. Any action taken by the board that does not follow those
rules of order may not hold up in a court of law.
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