Imagine a board member has just been elected to you board. You can literally hand them over the bylaws, and they should know their role and expectations on the board. You want to include when you have meetings
So, you know your bylaws are like individual laws, but what do these laws do? Your bylaws can help:
- Number of board members: The number of board members is recommended to be odd in case of a vote. Having no less than three members and no more than 15 is typically but do check your State requirements.
- Office Seats and Roles: Describe each office seat (Chairman, Vice Chairman, Secretary, Treasurer) and their specific roles.
- General Responsibilities of the Board: Duty to hire, fire, appoint officers, agents, or employees of the organization.
- Duration of Elected Seat: I recommend at the very least to have staggered elections.
- Non-compensation of Board Members: Including a non-compensation policy for nonprofit board of directors is advised.
- Conflict of Interest Policy: Having a clause that board members will recuse themselves from voting on any potential conflicts of interest is vital.
- Have a Specific Number of Meetings Each Year: All board members are required to attend meetings! But how many? Do they have to be in person?
- Types of meetings: Do you have regular meetings? I recommend quarterly at the bare minimum, but ideal is monthly. Just imagine if you only have quarterly meetings and someone misses one meeting; they are essentially missing six months.
- Annual meetings: An annual meeting is generally when boards have their elections for the board of director offices, report on activities of the organization, and get prepared to outline strategies, goals, and projects for the upcoming year.
- Special meetings: Include that special meetings may be called from time to time and who is able to call the meeting. Often this is the chair, the Executive Committee, etc.
- Notice of Meetings: It is vital that all your board members are reminded of meetings.
- Quorum: Having quorum means that there are enough members present at your meetings to make decisions.
- Fiscal: Make sure you include the fiscal year of the board.
- Amendments: Include a clause that these bylaws can be amended, if desired, and what is the process.
Of course, these are not the exhaustive list of bylaws, but these are my top recommendation to include!