Sign

At a recent In Trust meeting, the retired president of a theological school confided that for the first decade of his tenure as head of his former school, his employment status was "less than lawful." The bylaws required that the president be rehired each year by the board, a small detail that had been overlooked for 10 years. Once discovered, it was brought to the board's attention.

They amended the bylaws.

Bylaws are probably not at the top of your bedtime reading list. But they are critical to a board's health -- for reasons both legal and organizational. Legally, of course, they spell out the nuts and bolts of how the board operates and perpetuates itself. The example of the "scofflaw president" is a good reminder of why the basics of the bylaws should be known to everyone on the board. In any institution, you want the board and the organization to be in compliance at all times.

The folks over at Blue Avocado recently posted a helpful "Bylaws Checklist." Designed just for nonprofit boards, it  makes prudent suggestions for what to include and what not to include. The checklist suggests crafting bylaws that balance the board's legal responsibilities (on the one hand) with the flexibility an organization needs to change on the fly (on the other). It suggests revisiting the bylaws every three years to reaffirm compliance and make routine updates -- for example, how to make board decisions via e-mail).

While the three-year rule is a pragmatic way to keep bylaws up to date, we think there is an important governance lesson to be learned as well.  The bylaws are a historical record -- passed down through the board's generations -- of the values and practices of an organization's leadership. Indeed, these actions and assumptions change over time, as new members come and go, but the bylaws provide a baseline -- a starting point for conversation about how things used to be done, how they are supposed to be done, and how they should change for the future.

Codifying a practice or policy in the bylaws is more than making a quick change in an operational handbook. Rather, reviewing and updating the bylaws gets to the level of a board's DNA that should be carefully considered through thoughtful conversation. It also provides the next base-line assumptions for the next review three or so years down the road.

Believe it or not, reviewing the bylaws doesn't have to be a bore or a chore. It can, and should, be a welcome opportunity for visioning, leadership, and good governance.