Your nonprofit’s bylaws are a legal document that establishes how your organization is governed. When drafting or reviewing this governance piece:


DO seek assistance from experts. Don’t assume your attorney, CPA, trustees, volunteers, or board members understand nonprofit issues. Seek counsel from an expert in nonprofit governance:


DO address the highest level of governing issues including organizational purpose, board structure, officer descriptions and responsibilities, terms of board service, board member succession and removal, official meeting requirements, membership provisions, voting rights, conflict of interest policy, and other issues your governing body deems necessary.


DO read and understand your organization’s bylaws. As a board member you have the fiduciary duty to understand the implication of each and every provision.


DO follow your organization’s bylaws. You not only have a duty to understand the bylaws, you are legally accountable for following them:


DO keep bylaws up to date as times and circumstances change; your nonprofit’s governance should reflect these changes. Make sure the changes make long-term sense and follow the amendment procedures as outlined.


DON’T use bylaws as a policy or procedures manual. Create a separate policy manual for management purposes.


DON’T create bylaws constraining future boards. In the long run this will create difficulties in amending bylaws to remain current and timely.


DON’T procrastinate reviewing and updating bylaws. All board members should review the organization’s bylaws annually. New members should be provided with copies to familiarize themselves with provisions of the bylaws.


Good governance establishes a foundation for good work. To develop, review, understand, or update your organization’s bylaws, contact Keep Me Tax Free, LLC at:



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