Is your board effective? Are you always looking for ways to “raise the bar” on your performance? Boards have a lot to think about and work on every time they meet. So, dare we add more to your plate? Nonprofit bylaws are an often-neglected but critical part of your governance. Here are some questions to think about when reviewing bylaws.
Most boards have a governance committee. The governance committee is responsible for education, nominating and orienting new members, slating new officers, and making sure that the board follows its policies and bylaws. Review of the nonprofit bylaws every year or two is also part of their responsibilities. Proposing updates is an important part of governance. If you’re not sure when the last time you did a review of the bylaws, it might be time to schedule a review.
All board members should be familiar with how the board is supposed to operate. This means a periodic review of the bylaws. It’s essential for new board members. It is also a good idea for the governance committee to review the bylaws with the whole board every couple of years. Naturally, it is easy for board members to forget some of the finer points.
To make decisions, a quorum of the board members must be present at the meeting. Of course, decisions are invalid if the attendance record shows that a quorum was not present. Is your quorum half of the members plus one? That’s not always true. Be sure that you know what constitutes a quorum as provided in your nonprofit bylaws. Most importantly, does your quorum definition work for your board? If not, it may be time to reexamine it.
As organizations mature, they may find that some committees are not needed, and others may need to be added. The nominating committee is a good example. Most boards have dropped the nominating committee in favor of a governance committee that has other responsibilities for board education and review of policies and bylaws. Examine what areas the board never seems to have time to dive into in order to decide if you need to add any new committees.
Do your bylaws require the basics: president or chairperson, secretary and treasurer? Do your bylaws include a vice-president or even more than one vice-president? Some organizations use those vice-president positions to train future leaders. Others have decided that they don’t need additional officers. The board should decide what officers are needed and the bylaws should reflect what the board needs to function effectively.
This is often a topic for spirited discussion! Term limits are a best practice. Term limits reinvigorate the board with new ideas and different opinions. However, it will mean that at some point a terrific board member will term off the board. Each board is different and must decide what works for them.
While it may not be glamorous or exciting, reviewing bylaws helps your organization stay efficient. A nonprofit never stops evolving, and some self-examination will set you up for success.
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