How to Draft Comprehensive Bylaws for your Board

The bylaws of high functioning boards include many elements, from a statement of purpose to how often the board is required to meet. The Gravely Group has put together the following outline that will help guide you when drafting your comprehensive bylaws.

General Information

• Purpose of Organization
• Location of main office
• Limitations of director’s liability, consistent with state law
• Limitations of Board regarding state laws for lobbying and other activities
• Identifies specific qualifications necessary for some members to possess to ensure organization has diverse and qualified Board members

Board Members

• Number of Board Directors
• Process for recruiting and selecting Directors
• Term limits for directors and number of consecutive terms directors can serve
• Requirements regarding Board attendance
• Requirements regarding roles and responsibilities
• Process for Removing Director from Board

Officers

• Description of duties of Board officers
• Identification of officers: Chair, Vice Chair, Treasurer, Secretary, etc.
• Limits on length of officers’ terms
• Process for electing officers
• Process for filling vacant office
• Process for removing director from office

Committees

• Identification of Board Committees
• Process regarding selection or appointment of committee chair

Board Meetings

• Number of meetings to be held annually
• Requirement for annual meeting
• Process for giving public notice of Board meetings
• Process for calling unscheduled Board meetings
• Identification of quorum requirements
• Identification of voting requirements; how many votes required to approve action
• Voting options utilized by Board – in-person, mail or conference call

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