Contents of this multi-part series on writing bylaws for a non profit organization.

1. The Mission Statement

2. Article 1 (NAME)

3. Article 2 (OBJECTIVES AND PURPOSES)

4. Article 3 (FAIRNESS)

5. Article 4 (MEMBERSHIP, VOTING ELIGIBILITY, RUNNING FOR OFFICE)

6. Article 5 (BOARD OF DIRECTORS)  THIS PAGE

7. Article 6 (FUNCTIONS AND DUTIES OF MEMBERS OF THE BOARD) THIS PAGE

8. Article 7 (EXECUTIVE DIRECTOR AND STAFF)

9. Article 8 (FINACES)

10. Article 9 (COMMITTEES)

11. Article 10 (AMENDMENTS)

 

 

In the previous section we covered Articles 3 and 4 which gave the framework for a Fairness policy and the role of Membership.  In this section we will cover Articles 5 and 6 which outline the makeup of a Board of Directors and the Duties the required of the Board Members.

Article 5 of the bylaws will cover the Board of Directors. It will layout the size of the board, the composition and the role of board members. When forming a nonprofit, the original Board of Directors will usually consist of the founding members. It’s not necessary, but in the beginning it would be advisable to invite individuals to become board members that can offer their expertise in a certain field, such as a lawyer or an accountant. Also consider inviting members of the community that have some authority such as business owners and teachers. These types of individuals can help grow a groups membership by adding credibility.

The following is how I drafted the Board of Directors section for the League of Fools.

                                    ARTICLE 5: (BOARD OF DIRECTORS)

Section 1: (Board Role, Size, Composition)

The Board is responsible for overall policy and direction of the organization, and delegates responsibility for day-to-day operations to the (LOF) Executive Director and committees. The Board shall have up to ten, and no fewer than three, members. The Board will consist of: the Executive Committee : The President, Vice-President, Secretary, and Treasurer along with the immediate past President and five Members-at-Large. The board receives no compensation other than reasonable expenses.

Section 2: (Meetings)

The Executive Committee shall meet at least quarterly and The Board shall meet at least monthly, at an agreed upon time and place. Meetings will be held in accordance with Robert's Rules of Order.

Section 3: (Board Elections and Procedures)

Nominations for members of the Board of Directors will be accepted during the month of October, up until November1^st. The Vice-President will prepare a slate of nominees and the membership will be notified no less than 15 days prior to the election in December. The procedure on how to cast an absentee ballot will be included in this notification. Newly elected Board members shall assume their duties January 1^st and shall server for two (2) years, or until their successor is elected.

Section 4: (At-Large Board Members)

The four Board members elected at the annual meeting shall recruit and elect up to five additional people from the community to serve as at-large members of the Board. At-large members should represent diverse interests of the community. At-large board members will serve two year terms, to a maximum of six years.

Section 5: (Terms)

All Board members shall serve two-year terms. No board member shall serve more than two two-year terms. However, after being off the Board for one year, a member may be re-elected. The first Board will include members with one and two-year terms to begin staggered terms.

Section 6: (Quorum)

A quorum is the minimal number of officers and members who must be present for valid transactions of business or motions made or passed. This number is set at a simple majority.

Section 7: (Notice)

An official Board meeting requires that each Board member have written notice two weeks in advance.

In Article 6 we want to outline the Duties and Responsibilities of each Board Member. We want to make it very clear what function each position carries and an order of succession for leadership.

The board of directors, generally, decide the direction the organization is going to take. It is necessary to clarify in the bylaws the responsibilities and the limitations to their authority. If the Board of Director’s authority and limitations are not specified in the bylaws then there is opportunity for the organization to stray from the intent of the founders.

The following is how I drafted Article 6 of the bylaws for The League of Fools.

               ARTICLE 6: (FUNCTIONS & DUTIES OF MEMBERS OF THE BOARD)

Section 1: (PRESIDENT)

The President presides over all scheduled meetings of the Membership, as well as those of the Board of Directors. The President may also call and preside over Special Meetings of the General Membership, as well as the Board of Directors, as circumstances warrant. The President is an Ex-Officio member of all Committees. The President maintains a fiduciary relationship with the Executive Director.

Section 2: (VICE-PRESIDENT)

The Vice-President fulfills the functions of the President when the President is unavailable, and is first in succession to the Presidency. In addition, the Vice-President will chair the Play Reading Committee, when needed. The Vice President shall supervise the election process. These duties include, but are not limited to: Taking nominations; Validating membership; Appointing tellers; and Furnishing absentee ballots and instructions for submitting these ballots.

Section 3: (TREASURER)

The Treasurer is responsible for managing all financial and fiscal requirements for The League of Fools. These duties include, but are not limited to : Maintaining all banking accounts and bank relationships; Reconciling monthly bank account statements; Collecting and depositing all moneys generated by the activities of The League of Fools, including performance receipts, member dues, advertising revenues, etc.; Developing annual and individual performance budgets, and tracking actual income and expenses against said documents and Generating an Annual Report at the end of each fiscal year. The Board of Directors shall approve all budgets and give custody of all said budgets to the Executive Director. The Board of Directors shall approve all non-budgeted expenditures in excess of $50.00. The Treasurer is second in succession to the Presidency.

Section 4: (SECRETARY)

The Secretary shall be responsible to keep and make available minutes of all General Board Meetings. The Secretary is also responsible for maintaining an up-to-date membership list. The Secretary is third in succession to the Presidency.

Section 5: (MEMBERS AT LARGE)

The Members-At-Large shall be available to chair Committees.

Section 6: (IMMEDIATE PAST PRESIDENT)

The Immediate Past President shall be available to chair Committees for a term of one year.

 

The League of Fools bylaws have 10 Articles, so I have decided to break it down and explain the bylaws 2 Articles at a time.  When you are ready to move on to the next section, just click on the link at the top of the page.

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