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Tools You Can Use NOW: Bylaws that Actually Mean Something

When Creating the Future’s board members set out to rewrite our bylaws, we quickly learned the good, the bad, and the ugly – the stuff nobody seems to talk about when it comes to bylaws.

It’s no surprise, then, that we chose to bypass all that useless stuff and start from scratch! (You can see that document here.)

Whether you run a business or a nonprofit,
if you are incorporated and legally required to have bylaws,
you will want to know this stuff!

The Contents of Your Bylaws are NOT Guided by Law
If your organization is incorporated, you are legally required to have bylaws. BUT in most jurisdictions, there is no law that dictates what those bylaws need to say. Bylaws are INTERNAL documents only, which means YOU get to decide what’s in them. You may want to listen to what your attorney advises you to include (more about that below), but there is no legal requirement to include this or that. This document is YOURS.

What is the Document For?
Most bylaws don’t tell you the purpose of the document. What are we supposed to learn by reading it? Under what circumstances might I want to read it? Most bylaws never tell you that.

 So right at the top of the page, we stated the purpose of the document.

What language is this?
Just as it is with the content of your bylaws, there is also no law that states your bylaws must be written in legalese. That foreign language reinforces the misguided notion that these documents are somehow sacred – that they can only be changed by attorneys who understand that foreign tongue.

We wanted someone to be able to explain our bylaws to their 90 year old grandmother or to their 12 year old cousin. So we wrote them in plain English.

Don’t Call them Bylaws
The word “bylaws” is confusing. Again, it leads us to think these documents are legally set in stone, and that it takes an act of God to change them.

Bylaws are simply guides for self-governance. To that end, we have chosen to call our own document just that – a Guiding Document.

How Decisions Will Be Made:
This is the big one. Rather than detailed specifics that often change in practice, a guiding document could instead outline how you will make those decisions in the first place. In that way, the bylaws don’t need to list all those specifics (e.g. How many board members comprise a quorum? Who is authorized to do what?), but can instead outline what those day-to-day decisions will be based upon.

In our bylaws, you will see a whole section about how decisions are made, and by whom. And yes, that means you will probably want to have meaningful conversations with your board about just that.

Legal Obligations as a Baseline, not the Goal
In Arizona, where Creating the Future is incorporated, any item not specified in the bylaws defaults to state law. In our research, we have found similar provisions in other states and countries.

Here’s the thing, though:

Most bylaws drafted by attorneys merely restate the law, often word-for-word! If there is a lot of legal language in your bylaws, there is a good bet that language was taken right from the statutes.

So we just added a link that tells people where to find that information. Because a document in the 21^st century can have links!

By addressing those legal obligations in just a few sentences (vs. the whole document), we had room to add the important information that will actually guide the management of our organization.

Use Catalytic Thinking to Decide What to Include
Just like everything at Creating the Future, our bylaws discussions were led by the questions of Catalytic Thinking. (Check out the resources below for links to those discussions).

• Who will be affected by that document? Who else? And then who else
•  What could that document make possible for all those individuals and groups?
• What do those people need to know, that the bylaws can answer?

We hope our own bylaws discussions inspire your business or nonprofit to define the expectations you want your organization to live into. And as with all things at Creating the Future, we hope you will share what you are learning along the way!