Before Changing Your Bylaws, Consult the Standards for Excellence® Code

As I witnessed the magical beauty of the Independence Day fireworks paint the sky of our nation’s capitol, I could not help to think about our country’s founders and that very important document adopted in early fall of 1787.  The Constitution of the U.S., provides the framework for the organization of our government and the relationship of the government to the citizens and states.  It is one of the world’s oldest governing documents of any country today.  But they weren’t perfect as drafted at the turn of the century.  In fact, the first amendment which established the separation of separation of church and state (among other rights) came just four years later.

If your board of directors is considering making changes to your bylaws, tackle the job thoughtfully, but fearlessly.  Own up to the fact that as times change, the way we govern and operate might need to change with them.  Perhaps you need to change the criteria for a quorum, length of board service terms, change the committee structure, change the minimum number of board meetings, or add a conflict of interest policy.  It was bound to happen eventually. 

As you ponder the possibilities of new amendments and provisions, there are few very specific things to keep in mind to assure that your new bylaws continue to keep your organization in compliance with the Standards for Excellence: An Ethics and Accountability Code for the Nonprofit Sector ®.

The Standards for Excellence® code requires term limits for all board members.  Although the code does not dictate how long terms of service should be, it encourages nonprofit organizations to establish term limits to encourage board renewal.  While it is good to keep dedicated volunteers engaged with our organizations, lifetime board members or having very long terms can hinder new ideas, progress, and make it difficult to remove problem board members.

The bylaws or other written policies of the board should address attendance, participation, and consequences for noncompliance with board polices.  Often the last requirement (consequences for noncompliance) is not stated clearly in the written policies of the board or bylaws.  Board members should know what is expected of them in terms of participation and the board should always have a standard process to address issues as they arise.

The minimum number of board members required by the Standards for Excellence code is five, preferably seven. 

The board should meet at least four times a year.

Proxy voting is not allowed.  The practice of delegating another board member to vote in another member’s absence is considered to be a breach of one’s fiduciary responsibility and does not comply with the Standards for Excellence code.

To read more about the Standards for Excellence and bylaws and expectations for board members Institute members may download the “Conduct of the Board” Educational Resource Packet from the Standards for Excellence Institute website. Not a member? Join Now.


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