The Strauss Blog

How Important are Association By-laws?

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By-laws are a very important component of a not-for-profit association. All boards operate based on the member-approved by-laws of the organization. By-laws define how the organization is structured and run, and as mentioned in a previous blog, associations can also develop a series of policy statements, which add further clarity to association operations (http://strauss.ca/the-value-of-clear-association-board-policy-statements/).

Association by-laws cover some very basic but important details in how the organization functions. Some of the details found in the by-laws include:

  • The number of directors including the minimum and maximum
  • The number needed for quorum to hold board meetings and also member meetings
  • The term limits for directors and whether or not they can sit for a second term or more
  • The title of the officers of the association (president, vice president and secretary treasurer)
  • Procedures for removing an officer or board member from the board
  • How dues are determined, how members are added and terminated and how a violation of the association code of ethics might affect membership
  • How committees are appointed and defining the duties of a committee
  • Defining the fiscal year end, how to amend bylaws and whether an audit or review is required
  • Notice of meeting and how meetings can take place (teleconference and/or electronic meetings)

It’s best to avoid too much detail in the by-laws as making changes to the by-laws requires a vote from the entire membership (or the quorum of members as laid out in the by-laws) to enact the change. Most associations make changes if necessary at their annual general meeting so the less you need to change the by-laws the better it is for the association. As mentioned in my blog on policy statements, these can be changed more easily and the details of how things should be run should appear in the policy statements.

Reviewing your by-laws and keeping them up to date and relevant is an important task and should be scheduled periodically (every 2 to 3 years). The needs of associations change over time and this will ensure that your by-laws are representative of your organization and how it functions today.

An example of a change that has occurred for many organizations is how they are able to conduct a vote and how they do business. Thirty years ago email was not as common as it is today. Many association boards can conduct business and vote on motions using email to get motions passed between in-person or teleconference meetings if necessary. Updating by-laws allows your association to adapt to technology and to allow the association to do business more efficiently and effectively.

I had a client recently that reviewed their by-laws and found that a few members of the association were offside, making them no longer eligible to be members of the group. In the enforcement of by-laws, the board realized that the rules written might not be as relevant today as they were 20-30 years ago (this organization is over 90 years old so has some deep seeded tradition that goes back in time) as the nature of the business world has changed and the organization has not necessarily kept up with the changes.

Consequently, the board is in the process of reviewing the by-laws to see whether the rule as written is still relevant or needs to be adjusted.

This is a good example of the need to review by-laws of an organization on a regular basis. A policy statement can be written on the frequency of the review but most literature I have read indicates that every three years is a good time frame.

The by-laws are the basis of your association. All board members and the executive director should have a copy of them, be familiar with them and review them regularly to ensure the business of the association is being conducted properly.

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