Jim Slaughter

Article Summary:

Guidelines for creating bylaws and constitutions.

Constitutions and Bylaws

Bylaws (or by-laws) are the most important document for many organizations. Unless there are higher governing authorities (such as state statutes or corporate charters), the bylaws define the organization and how it functions.

Formerly, it was common practice to separate the rules governing an organization into two separate documents--a "constitution" and "bylaws." The recommended practice now is to combine these two documents into one known as the "bylaws" or the "constitution and bylaws."

Bylaws can vary in size from one to fifty pages. Like clothes, bylaws should be made to fit the organization they are meant to serve. No one set of bylaws is appropriate for all organizations.

The following tips are applicable to most bylaws:

  • Language should be clear and concise.

  • Sentences should be structured so that it is impossible to quote provisions out of context.

  • A standard format (as seen at right) can help in avoiding repetition and in locating provisions.

  • Do not include requirements from state law or higher governing authorities (lest the appearance be given that these rules can be changed).

  • If the bylaws state that elections are to be by ballot, this provision cannot be suspended (even if there is only one candidate for office).

  • Make provisions for calling special meetings.

  • Clearly define the duties and powers of any executive board or committee.

  • List a book as a parliamentary authority to be followed at meetings.

  • Describe the method (including any notice requirements) for amending the bylaws.

  • Be careful not to set a quorum for meetings that is too high and may be difficult to obtain.

  • Do not place purely procedural rules, such as the order of business for meetings, in the bylaws.

Suggested Bylaws Sections

I. Name

II. Object

III. Members

IV. Officers

V. Meetings

VI. Executive Board

VII. Committees

VIII. Parliamentary Authority

IX. Amendment

Jim Slaughter is an Expert on Parilmentary procedures, and an attorney and partner at Forman Rossabi Black Marth Iddings & Slaughter, PA., in Greensboro, North Carolina. He is both a Certified Professional Parliamentarian-Teacher and a Professional Registered Parliamentarian, both of which denote his extensive knowledge, experience and ability as a parliamentarian. He has instructed parliamentary procedure in a variety of forums, including college and continuing legal education. For more information on parlimentary procedures, or to contact him, please visit www.jimslaughter.com

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