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Bylaws - Basic Information


 Alice Sturgis in her book, "THE STANDARD CODE OF PARLIAMENTARY PROCEDURE" (p. 194) makes an interesting comment: "Good bylaws alone do not make an effective organization; they are an outline of its structure. However, suitable bylaws are necessary to enable an organization to function well." She then adds, several paragraphs later, "Bylaws should be custom made to fit each individual organization."


 Should every club, social organization, guild, church, etc. have bylaws?


 Let's think of bylaws as government by impartial law , not the changing whims of men. Bylaws enable members to determine what rules they can all agree with and abide by, and yet allow the members to make changes when the organization grows and changes. These rules ensure stability, continuity, and structure, especially during times of rapid growth or when there are not many "old" members to tell the new members what to do.

 Every member who joins the club should be given a copy of the bylaws and it should be impressed upon them to read and understand them. All members should obey the bylaws. This prevents many problems. If there are bylaws the members are opposed to, it is better to change them than not to obey them.

Although bylaws should be "custom made" to the organization the following essentials should be included in the bylaws.

 TO BE INCLUDED (as a minimum)

Here is a list: Name, Object, Membership, Officers, Meetings, Executive Board, Committees, Parliamentary Authority, Amending Bylaws.

    I. NAME: the full name

    If an organization has been incorporated, or if it has a constitution that gives the name, Robert strongly recommends omitting the name in the bylaws so that a conflict between the two documents will not creep in. (Many times the name will be different in the corporation papers and the bylaws). If you have the name in two places be certain that they agree!

    II. OBJECT: define it.

    What is the reason for the group's existence? Robert says this (p. 565): "The statement should be general in its application since it sets boundaries within which business can be introduced at the society's meetings -- a two-thirds vote being required to allow the introduction of a motion that falls outside the society's object." State it in a single sentence. If the sentence is long, set each thought off with semicolons.


        1. Classes of membership: active, inactive, honorary?

        2. Eligibility for membership:

            A. How does someone apply?

            B. Is there a test ,or list of demands, or proficiency in a certain area that applicants must meet before they can apply?

            C. Are there other limitations i.e.. geography

            AIP FUNDAMENTALS OF PARLIAMENTARY LAW makes this note:

            "The society may not, by law, prohibit membership on the basis of such items as race, sex, ethnic background, age or religion if its membership is open to the general public."

        3. Dues or fees

            A. How much are the dues? Are the dues different for the different classification of memberships?

            B. When are the dues payable? To whom does one pay the dues? When are the dues delinquent? What are the procedures for dropping a member for non-payment of dues ? How can a member be reinstated? Are there fines for late payment of dues?

            C. Are there initiation fees? Or other fees that members must pay? For the organization to be able to charge other assessments, it needs to be written in the bylaws.

            D. Is there an attendance requirement?

            F. Include disciplinary procedures and procedures for removing from membership

            G. Include responsibilities of members, if any.


        1. Officers ranked in the order they are listed. Robert says p. 567 "Directors should usually be classed as officers".

        2. List duties of officer's if brief. If there is a detailed list of duties, these should be incorporated into a separate article. Robert gives this warning and recommendation: "Great care must be taken in writing the article not to omit any duty, since an implication that the duty is not required could be read into the omission. For this reason, if such an article is to be included, it is well to conclude the section on each office with a clause such as.. ..and such other duties applicable to the office as prescribed by the parliamentary authority adopted by the society." A brief way of stating this would be a phrase that said "duties include .... but are not limited to....."

        3. Nominations and elections: This section usually establishes a nominating committee which should be thoroughly defined.

            A. How officers are to be nominated.

            B. How the officers are to be elected -- what method of voting: mail, ballot, plurality, preferential, commutative voting, etc. This must be completely stated and the details of the procedure described.

            C. State the length of the terms of office; when the term begins, and term limits if any. It is important to include the following phrase about the term of office: "shall hold office for a term of ......or until their successors are elected". If no one is elected there is still someone to serve in the office (the person currently serving). More importantly ,if an election needs to be rescinded or an officer removed with out going through any disciplinary charges this phrase allows it to be done. The key word here is the word "or". See Robert's p. 657 for the difference between "or until their successors are elected and the phrase "and until their successors are elected."

            D. How vacancies are to filled. Can a vacancy in an office be declared if the officer or director is not doing his/her job or not attending meetings?


        1. How many meetings? Does the organization meet quarterly, monthly, weekly, semi-annually? When are the meetings held? (example: Fourth Thursday of month) . Set the date of the Annual meeting.

        2. Tell what business is to be conducted at the regular meetings, and is it different from the Annual meeting? Are officers elected at the Annual meeting or is there a meeting set for only electing of officers?

        3. Who can call a special meeting? This can't be done unless it is in the bylaws. Also give the notice requirement for calling a special meeting. Is the noticed to be mailed to the members and by whom? Can the notice be given at a previous meeting? Can it be done by telephone, e-mail, fax? How many days prior to the special meeting are the members to be notified? Is business to be limited to the call to the meeting?

        4. What is the quorum for the meeting? It is best to use a number and not a percentage of the membership. The number should be realistic -- the number that usually be expected to attend the meeting.

        5. Can a meeting be canceled due to weather or other extenuating circumstances? Who has the right to cancel the meeting and who has the right to reschedule the meeting? Provide for the cancellation of meetings in times of a national emergency or extra ordinary condition where travel maybe limited. See Demeter's Manual of Parliamentary Law and Procedure. P. 180 Emergency Administration.


        1. Specify the board's composition with maximum and minimum number of members that may be specified in the corporate papers and according to State Code. How many members, qualifications of membership, how they are elected. Or are they members by virtue of an office? State term of office and how many terms a member can serve.

        2. Specify what the board is to do. Define its complete duties.

        3. Specify how often it is to meet, and the day of the month it is to meet. What is the quorum? Make provision so that board members can change the day of the meeting. Are there special rules by which it is to conduct business? Is there a voting requirement besides a majority for motions to be adopted? (A voting f requirement that states a motion must be adopted by a majority of the board is a higher vote than just a majority. Let's say there is a five member board and the voting requirement is a majority of the board If only three members are present at a meeting, all three would have to vote in the affirmative to adopt a motion. If the voting requirement is only a majority, then if three members are present, it would take only two members to adopt a motion.)

        4. Can the board call a special meeting for the membership? Can it call a special meeting for itself? This needs to be in the bylaws to be able to do it.

        5. How are vacancies filled? Can the board members fill their own vacancies or does the membership need to have an election? Can the board expel its own members or declare a vacancies for members not attending meetings? What happens if a board members resigns? When does the resignation take effect and can it be withdrawn?

        6. Can the board make its own rules providing they do not conflict with the organizations other rules?

        7. Can the organization members attend board meetings and have access to the minutes of board meetings?

        8. Do board members serve as ex-officio members of committees? Can non- member representatives from the community serve as ex-officio members on the board?

        9. Does the board have the power to spend money, to enter into contracts, borrow money, purchase, sell or lease property? Can it represent the society in dealing with the public, with government agencies and with related organizations?

        10. Can it hire and fire employees?

        11. May board members be paid a salary?


        1. The standing committees of an organization should be listed in the bylaws. Describe duties and responsibilities. Some examples of standing committees are: Finance, membership, program, publicity.

        2. Provide for the appointment of special or ad hoc committees.

        3. State who appoints the committees, the term for each committee, and how many terms committee members may serve.

        4. State how vacancies are filled. And, if someone wants to resign, to whom the resignation should be submitted.

        5. State eligibility requirements if any.

        6. Who gives committees the authority to spend funds?


    State which parliamentary authority and which edition of the authority. If Robert's is to be the authority, the bylaws should state that it be the latest edition of ROBERT'S RULES OF ORDER NEWLY REVISED.


    What happens to the property and money of the organization if it dissolves?


    Some State Codes concerning Non-Profit organizations require an indemnity clause. Check with your Secretary of State. An attorney who writes incorporation papers for non-profits would be able to help you write this clause.


    The bylaws should contain the rules concerning how it can be changed, the procedure of changing and the time requirement for the previous notice. It should also state who can propose amendments or call for a complete revision of the bylaws. The vote requirement to amend or revise the bylaws must be defined. It is usually by a two-thirds vote.


This volume of the newsletter is just a brief outline of what could go into your bylaws. To work with a parliamentarian concerning writing, amending and revising bylaws, would be helpful for every organization.

Here is one last point for you to consider in structuring your organization: Where do you want the power to lie -- in the presidency, the board of directors, or the members? How you answer this question will determine how your bylaws are written.


ROBERT'S RULES OF ORDER NEWLY REVISED, 1990 ED. pp. 9 - 18; 559 - 592. Paperbound $15.00 Hardbound $30.00 Can be purchased at your local bookstore or from ROBERT MCCONNELL PRODUCTIONS 1-800- 532-4017

THE FUNDAMENTALS OF PARLIAMENTARY LAW AND PROCEDURE, pp. 237 - 265 Price $19.95 Can be purchased from:

AMERICAN INSTITUTE OF PARLIAMENTARIANS 10535 Metropolitan Ave. Kensington, MD 20895-2627 301-946-9220


 Booklet on writing bylaws. Cost is $2.00 . Can be purchased from:

NATIONAL ASSOCIATION OF PARLIAMENTARIANS 213 South Main St. Independence, MO 64050-3850 1-888-NAP-2929

DEMETER'S MANUAL OF PARLIAMENTARY LAW AND PROCEDURE pp. 177 -223 Cost ?? Can be purchased from both the National Association of Parliamentarians and the American Institute of Parliamentarians. Robert McConnell Productions - Your Parliamentary Procedure Resource.  We have a video "Parliamentary Procedure Made Simple" based on "Robert's Rules of Order." For more info, request our FREE REPORT by e-mail or see our web page at