5 Traits of Effective Bylaws

Michael Kogutek, nonprofit management coach

Michael Kogutek


Bylaws can be intimidating and complicated. Benjamin Miller from the Community Legal Education Group,Ontario, Canada writes a very concise and pragmatic article on the topic.He has given me permission to reproduce this article.  No matter how good your bylaws are in theory, if they don’t get used, they aren’t effective. Here is a list of 5 key traits of bylaws that actually get used.

1) They reflect the realities of your organization. The rules and processes set out in your bylaws should reflect what you actually do as an organization. You may have read about some great practices other organizations have put in place. Even if you think that your organization should be working to put those practices in place, remember that your bylaws have to grow with you. Recommendation: You can’t draft effective bylaws simply by looking at the best practices of other organizations. You must start by learning what your organization currently does and values. If someone is writing your bylaws for you, even an expert, make sure they spend enough time familiarizing themselves with your organization.

2) They reflect the delicate balance of interests in your organization. Every organization has to balance the interests of many groups, including directors, donors, funders, members, users, and others. If your bylaws exaggerate the power of any of these groups, you are on the road to either conflict or having those rules ignored. Recommendation: Just because only a few people are actually interested in the bylaws doesn’t mean their say should count for more. You should reach out as much as you can and make consultations as fun and social as possible.

3) They are easy to navigate and read. People don’t have the time to read bylaws back to front to collect all the relevant rules for a particular decision. On the spot in a meeting, you must be able to know exactly where to look for all the relevant rules and be able to scan them quickly for the right information. Recommendation: Organize the sections of your bylaws according to how they’ll be used, e.g. AGM, Directors Meetings, etc. Use generous margins and lots of space between sections that express different ideas and topics. Have a table of contents.

4) They are written clearly and efficiently. If you can’t understand your bylaws then you can’t use them. It’s that simple. Recommendation: Make a special effort to write your bylaws in plain language.

5) They are designed for the beginner. Your bylaws need to be used by your most junior board members, who may have no previous experience with this kind of document and may represent a vulnerable community. In fact, ideally your members should be able to understand your bylaws to hold you to account. Recommendation: When writing the bylaws, ask yourself “could an average member easily use these bylaws to hold our board to account?”

Finally, remember that your bylaws also need to be legally compliant. Consult with an appropriate legal advisor to make sure your bylaws are not only useful but legal too.

*This list is based on The Drafting of Corporate Charters and Bylaws (2nd ed.) by Kurt Friedrich Pantzer. (1968).

Author:  Michael Kogutek, Executive Coaches of Orange County, www.ECofOC.org