Pssssst. 

Hey, . Over here. 

➡ Listen. I don't like to have to bring this up, but, it's probably time to review your bylaws. 

WAIT! Before you delete this email, hear me out: the world has changed a lot in the past few years and, if your bylaws haven't been updated since 2020, chances are they're spectacularly out of date.

Even if you can't carve out enough brain space to stage a full review and overhaul of your governing documents, do yourself a favor and check on the BIG 5 I've listed below. 

(Only I call them the "big 5" but I'm hoping it catches on). 

If you're not sure, use this worksheet, to decide if the time is right. If you answer "no" to any of the questions, you might want to set aside some time to make updates. 

On the flipside, if this email about bylaws is exactly what you needed right now, and you're ready to face the inevitable, use this simple plan to get it done, pronto. 

The Big 5:

Term limits (for board members and officers) - Finding the right balance between retention and turnover will be the magic ingredient in your board development process. If your organization doesn’t currently have term limits for it’s board members - or if the term limits are preventing meaningful engagement and healthy turnover - this must be corrected immediately. And, be sure to run through term-limit scenarios for directors who become officers and vice versa. These scenarios should support your succession planning goals.

Language - Effective bylaw language requires a balance between specificity and flexibility. In both cases, language must be clear and unambiguous. If allowed, try using restatement to add clarifying language to your document instead of making an amendment. Also, check for gendered language and exclusionary words or phrases; be intentional about the messages your governing documents send.

Eligibility Requirements (for board members, board officers, and/or members) are the requirements appropriate and sufficiently broad enough to attract the people you need? Remove unnecessary barriers to entry and consider whether your eligibility requirements support the organization’s inclusion and diversity goals.

Personnel - bylaws should document the existence of an executive director or CEO (or the top paid position in your organization) and refer broadly to the duties, responsibilities, powers, and limitations of the role. The personnel section should also specify that the ED or CEO has the responsibility of hiring and managing additional staff. For all intents and purposes, an executive director that isn’t mentioned in the bylaws, does not exist.

Committees - reduce the effort you put into managing or maintaining dormant committees by only listing the main committees of the organization in the bylaws (executive committee, finance & audit committee, nominating committee, etc.) Resist the urge to add all board committees - in the event that they are no longer needed or they are changed in the future. It is enough to add provisions that allow for the addition (or dissolution) of standing and ad hoc committees as the board sees fit.

And, of course, if you have questions or need help reviewing your bylaws or formulating your own plan for revisions, I am at your service.