What are bylaws?

Bylaws are rules adopted by an association to manage its affairs and regulate the internal practices and procedures of the association. Bylaws serve to define the relations, rights and duties among members and define the powers, duties and limitations of directors and officers. With a workable set of bylaws, setting out the rights and powers of members and officers, issues which often confront associations can be easily resolved.

Who decides on the bylaws?

The power to adopt bylaws lies with the membership. Sometimes a committee is appointed to draft proposed bylaws and then present them to the membership for consideration. The membership then has the opportunity to debate the merits of the proposed bylaws and suggest modifications to them. After debate and possible revisions, the membership is empowered to adopt the bylaws.

What are some basic guidelines to keep in mind when drafting bylaws?

First of all, bylaws must be flexible. If bylaw provisions are too rigid, the association will not be able to react to changing priorities or new projects. Conversely, a set of bylaws cannot be subject to amendment every time an important decision must be made. In addition, bylaws should be clearly written in order to provide a sound basis for the activities of the board of directors as the board works to achieve the goals of the association. Bylaws should let members know, in plain language, what is expected of them. A well-drafted set of bylaws provides an association with a sense of order as it makes decisions and sets policy, enabling it to function more smoothly, more efficiently and in a businesslike manner.

How often should bylaws be updated?

Regular review of the bylaws should be made every two or three years to ensure that the current practices of the association conform to the bylaws and that the existing bylaws provide a workable framework for governing the association.

How should a review be conducted?

The president of the association, with the approval of the board, should appoint a committee to review the bylaws. The composition of the committee should include a cross-section of the membership so that all points of view are considered. The member with the best schedule may or may not necessarily be a good person to serve on this committee. A new member may be useful person on this committee if they have membership experience in other nonprofit associations, have a business background, or possess some good old common sense.

Is it vital for an attorney to review an association’s bylaws?

If the association has the funds to enable it to afford such a review, it would be money well spent. In a best case scenario, an attorney member can review the association’s bylaws gratis or for a reduced fee. Merely having any attorney review the association’s bylaws is not necessarily the thing to do. The attorney should have some background with nonprofit membership organizations as well as an understanding of how your particular association functions. It may also be a good idea to have an attorney review proposed amendments to ensure that an amendment is properly worded, the language of the amendment is consistent with the amendment’s intent, and the amendment conforms to the association’s state law.

What is the best way to present proposed amendments to the membership?

Distribute a copy of the current bylaw provision, the proposed amendment, and a statement of the rationale behind the adoption of the amendment. In this way, members will have a clear understanding of the text of the bylaw provision, the proposed amendment, and the reasoning behind the adoption of the amendment.

This article is for informational purposes only and is not legal advice.

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To be of any value, the bylaws need to be reviewed from time to time. Here is a checklist to help you get a review under way.

Review Committee

A committee should be designated to review the existing bylaws. It can be a standing committee (always in place) or a group that serves for a set period of time. It can be the same as the drafting committee, be totally separate or have a mix of members. The president of the association or the board should appoint the committee. How many people should be named to serve on the committee can vary, although you want to be sure it’s not so large that meetings become contentious or veer off point, or so small that the views of the group are too narrow.

More important than the number is the composition of the committee. It should include a cross-section of the membership so that all points of view are considered. Ideal candidates would be those with legal or governmental expertise or those who have dealt with issues faced by nonprofit associations.

Collecting Proposals

Since the power to adopt bylaws lies with the membership, it’s a good idea to accept proposals from the members. Be sure the members have a copy of the current bylaws, and give them some time to review them before the review committee meets. But set a deadline for proposals and stick to it.

You may want to form a drafting committee that solicits and reviews or generates proposed changes. Be sure to give the committee the power to reject proposals that are frivolous, non-applicable or ill-advised. You wouldn’t, for example, take seriously a bylaw that makes the president’s position a lifetime appointment.

Comparison Shop

Contact other associations and ask for a copy of their bylaws. Drawing comparisons from associations of similar size or composition may be particularly helpful. Be sure to find out how recently the bylaws were amended or adopted. That will tell you how up-to-date the concepts are.

Keep Them Real

Bylaws must be flexible. If bylaws are too rigid, the association will not be able to react to changing priorities or new projects. Conversely, a set of bylaws cannot be subject to amendment every time an important decision must be made.

In addition, bylaws should be clearly written in order to provide a sound basis for the activities of the board of directors as the board works to achieve the goals of the association

Bylaws should let members know, in plain language, what is expected of them. A well-drafted set of bylaws provides an association with a sense of order as it makes decisions and sets policy, enabling it to function more smoothly, more efficiently and in a businesslike manner.

Bylaws must always be realistic. For instance, you’d likely not want to enforce a bylaw that mandated expulsion from the association for a member who misses an assignment. Extenuating circumstances such as an accident or a mix-up on the part of the assigner that led to the official going to the wrong site or going on the wrong day should always be considered.

Dust Them Off

The bylaw review should take place every other year. Don’t go three years without a review. You want to ensure that the current practices of the association conform to the bylaws and that the existing bylaws provide a workable framework for governing the association.

This article is for informational purposes only and is not legal advice.

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Association bylaws are a road map to how an association is run, and a means for setting association standards and practices. That dual role of road map and means of setting standards makes the bylaws an all-encompassing document.

The broad scope makes execution difficult, and it leads to a lot of questions. Here are five frequently raised issues.

1. How Should Members Be Disciplined?

Association bylaws should set out association requirements, require notice of violations, provide for hearings where facts may be in dispute and provide for an appeal — preferably before some panel other than the one that ruled on the initial charges. Also, associations need to make sure that they disseminate the bylaws. Mere website posting or “making them available upon request” isn’t sufficient.

Most associations can identify the vital matters that will go in their bylaws such as meetings, training, testing and meeting professional standards of comportment. A questionnaire will help associations get bylaws right by forcing the association to ask questions such as: What meetings do we have? How long do you need to be in the meeting to have attended it? What excuses do we take? Do we have a panel to address excuses that we didn’t think of in advance? Do we fine if a member misses a meeting? What do we do if members miss too many meetings? And what constitutes too many misses? Associations should develop a questionnaire to address tests, training, professionalism and other areas of their bylaws. Answering all possible questions helps refine what we write in our bylaws.

Professionalism is the most difficult standard. There simply is no way to envision every way that a member can breach professional standards. But bylaws do not have to be laundry lists of every possible wrong. Associations are contractually obligated to enforce the NFHS rules or some other set of rules. The NFHS rules set out a code of ethics. Associations should link their professional standards to that code. 

Finally, associations struggle with unprovable assertions — such as the classic, “The coach smelled alcohol on the official.” A partner interview helps on such matters, but ultimately such assertions do have an impact on professionalism. The issue isn’t whether one consumed alcohol, although one might have. The issue is that professionals don’t smell as if they haven’t washed (unless the odor is caused by an illness — in which case disability laws might apply), they don’t smell like alcohol and their clothes are reasonably clean. 

2. How Do You Ensure the Right Members Are Assigned to the Right Games?

Bylaws should address the association rating system. That encompasses who evaluates, how they evaluate and how to appeal one’s rating (which is highly advisable). Bylaws need to provide a means to link ratings to assignments, and to ensure that assigner discretion does not override the ratings. Associations should speak to their assigner about incorporating practical assigner concerns into the bylaws so the assigner is empowered to address matters such as availability, missed games and other factors that would reasonably lead an assigner to deviate from a rating system. 

3. What Is Involved in the Association Electing and Replacing Board Members?

Association bylaws must set out how the board of directors is selected, and what the board members’ terms are. Most associations do that. However, many associations don’t follow their bylaws. That leads to board disputes that often appear to be a battle between that which is written versus that which is expedient. The best way to resolve the problem is to account for as many possibilities in advance through either a questionnaire or by looking at the association’s history and bringing the bylaws in line with the actual practices.

Associations can also prevent problems by addressing issues concerning the replacement of board members. Bylaws should address board member misconduct, board members who miss too many meetings and other board member problems. The bylaws should set out the procedures for resolving those problems, removing board members and installing replacement board members.

4. Does Communication Reflect Current Practices?

The world has changed, and our bylaws need to account for the changes. Associations must review their bylaws to make sure that their sections on communication, meeting notice, assignments and other matters account for their current practices. That is a simple review. Associations need to find every section of their bylaws that refer to using the mail for notice, and make a determination as to whether the mail notice should be replaced or supplemented with electronic notice. That does have a legal impact, interestingly, as associations who are using electronic notification where their bylaws refer to mail may lose a challenge from a member who claims improper notice.

The new electronic environment also requires associations to account for social media. Association bylaws should require members to adhere to professional standards already. However, a good social media policy can assist members in responsible social media navigation. That is a good time to borrow from others: The NASO Social Media Guidelines provide assistance, and associations can and should either reference those guidelines or use them to develop their own social media guidelines.

5. Do You Require Insurance?

Associations should require members to have liability insurance. Most associations are aware that members need liability insurance, but too often associations fail to require it in their bylaws. Some associations contend that their members already have insurance or their members belong to other entities that will cover them. That is a dangerous way to live. Association bylaws should require that members have insurance, and that the association and board have insurance. Associations should also verify that members meet the insurance mandate. There’s too much at stake to take that lightly.

Those are five common bylaw issues, but they’re not the only issues. Associations should constantly review bylaws against their actual practices, and periodically review their practices so they can stay up to date before problems arise. Maintaining good bylaws is a practice that never ends.

Donald C. Collins is a retired executive director of the San Francisco Section of the California Interscholastic Federation. He is a longtime basketball official and lawyer.

This article is for informational purposes and is not legal advice.

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