From time to time I get requests for sample bylaws or bylaws content for CILs. I don’t have any samples, mainly because there are no hard and fast national rules and the state requirements vary somewhat state to state. I do have a little advice and if you want more, would be happy to review your current bylaws and make suggestions.

There are organizations that provide sample bylaws. Here is a link you might find useful.

Since bylaws are the foundation for your organization, you may want to open with the mission or purpose of the organization. Typically the name is also included, and if the name you use is different from the one on your articles of incorporation you may want the corporate name, then “doing business as…” for the other name. Both should be in the bylaws in that case.

Look at these items and check them off. We can find some sample language if you aren’t currently addressing that area at all.

  • Bylaws need to provide your organization with structure. They should indicate how many members are on your board (or a minimum and maximum number like not less than 5 and not more than 15). You probably want to repeat the requirement from the law, that more than 50% of the members of the board must self-identify as individuals with significant disabilities. You can describe how individuals are nominated and elected. Is there an application process? Describe it.
  • How long is a board term? Can a member serve more than one term? What is the limit? Typically I see members serve 2 three-year terms, or 3 2-year terms, and then must sit out a year before being considered for new terms. Do you have attendance requirements? Donor requirements?
  • You will want to add  language about accommodations, something like “Materials for the board members will be provided in alternate formats if requested. Meetings will be held in accessible locations. If the board member requires other accommodations in order to fully participate, they should request those accommodations from the chair.”
  • State that all members are volunteers and cannot receive compensation for serving on the board, but may be reimbursed for actual, reasonable expenses incurred on Organizational business. You decide if this includes attending board meetings, in which case you may pay for mileage or an attendant or taxi fare etc.
  • Identify the officers of the board and their responsibilities, and the members of the Executive Committee. (Some CILs include only officers; others include one or two positions “at large” which are elected and give the executive committee broader perspective.)
  • State if the executive committee can make decisions for the full board between meetings, or if they must take all decisions back to the full board.
  • Other standing committees can be listed in your bylaws. I personally prefer to have just the Executive Committee and the Nominating Committee in the bylaws. The organization can have more committees, but wouldn’t be required to. If your board is small, lots of committees are difficult to maintain.
  • Minimum number of meetings, or a frequency. Don’t put “monthly” in your bylaws if you always take December off, for example. “Meetings will typically be held monthly, and the board will meet a minimum of ten times a year” might be good language. If your board only meets quarterly, you would adjust this language and make a provision for someone to review monthly financial statements with the Executive Director.
  • Define a quorum, which is typically at least 51%, or more than 50%.
  • Think about other details related to holding the meetings. Do you allow members to attend by phone or by video chat? Can you take an email vote between meetings? Are your meetings open to the public? Usually they are, except when the board meets in executive session to review personnel or legal matters.
  • I like to see the requirement that, if a board member wishes to apply for a position at the center, they must first resign their position on the board. A member cannot serve on the board when their employment application is being considered for any position.
  • Usually you see sections on risk management.
  • Define the fiscal year (Beginning October 1 and continuing through September 30 is typical, but there are others.)
  • The process for amending the bylaws is described. Often it requires a higher percentage to be at the meeting than 50%. Also typically the bylaws address what to do if the corporation is to be dissolved.\
  • Conflict of Interest is usually addressed. Here is a sample:

ARTICLE VIII:  CONFLICT OF INTEREST

SECTION 1.   DEFINITION:  No member of the **** Board of Directors or Staff shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation in ****. Each individual shall disclose to the President or the Executive Director any personal interest which he or she may have in any matter pending before the organization and shall refrain from participation in any decision on such matter. Any member of ****’s Board of Directors or Staff shall refrain from obtaining any list of **** clients for personal or private solicitation purposes at any time during the term of their affiliation.

SECTION 2.   DISCLOSURE:  Officers, Directors, and employees shall review the conflict of interest policy for applicability and, at least annually or as business is considered, disclose potential conflicts of interest in accordance with procedures established by the Board of Directors.

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Do your bylaws include these fifteen important elements?

2 thoughts on “Do your bylaws include these fifteen important elements?

  • July 14, 2017 at 9:51 am
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    Do you think CILs should include in the by-laws some language about IL philosophy, core services or the IL consumer-driven service model?
    Can you clarify the reporting requirements when the Board makes changes to the By-laws. Such as, an entity is incorporated by the state with a specific text and the state would have to approve changes to the by-laws as part of the articles of incorporation, and the IRS 1099 form asks you to report any significant changes to your by-laws because that is the basis of your tax-exempt status.

    Reply
    • July 31, 2017 at 10:03 am
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      Absolutely the philosophy of Independent Living should permeate EVERYTHING that a CIL does. The Bylaws are the overarching document for operating a non-profit, and the particular non-profits that are Centers have some operations that are distinct from other entities. Consumer control is at the top of that list of distinctions, and throughout the bylaws you should see evidence of this as the board makeup and membership are described.

      As to how changes are reported, that varies a little depending on the state in which the center is incorporated. Typically the entity that grants the corporate status in the state requires that updated bylaws be filed with them as well. Whether or not they actually review and/or approve this will also vary.

      Actually, it is the IRS Form 990 that asks you to report any significant changes to your organization in the past year. I talked a little about the importance of this form in a prior post. It is a public document and includes the organization’s revenue, expenses, mission, significant changes and a long list of yes/no questions related to tax exempt status. It is essential to maintain non-profit status. It is a very serious thing if a non-profit organization fails to file it, and equally problematic if the responses to the questions are not seriously considered.

      Reply

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