Well-written and formulated bylaws help shape power relationships within a nonprofit organization, provide unambiguous procedures to prevent disputes, and reduce the risks of litigation. Bylaws should provide answers, not raise questions.
Here are some of the key issues that were discussed:
• What should be included in your purpose clause, and why?
• When it makes sense to have a membership corporation.
• How to draft a membership clause that helps prevent a “take-over.”
• How to make the structure consistent with the question of “whose organization is it”?
• How to protect the interests of the critical players.
• How to deal with ex officio directors.
• How to write the most critical provision in the entire document.
• How to write term limits, if you have them, that can be understood by anyone.
• How to write the duties of officers so that they are not immediately in default.
• How to deal with appointment and removal of committees and their chairs.
• How to write indemnification and advancement of expense clauses to protect the organization.
• How to deal with conflict, whistleblower and other policies in the bylaws.
• How to relate the bylaws to the articles or certificate of incorporation.
In a line by line review of sample articles of incorporation and bylaws, you will learn how to avoid aspirational language, inconsistent language, passive tense, and ambiguities. You will receive articles of incorporation and bylaws “annotated” with explanatory comments and sample forms.