3.2.2 Bylaws

return to Legal Documents

The community of interest (CoI) bylaws (or articles of organization) are the primary legal documents providing governance for the group. The bylaws are originally created during the initial steps of establishing the CoI (i.e., ecosphere). ¹⁾

Bylaws are supplemental to the rules already defined by the granting government entity's (e.g., states, counties, or cities in the US) code and rules for how the CoI must run. Bylaws specify the rules and regulations governing actions and decisions made by the board. The bylaws should help prevent or resolve conflicts and disagreements, and protect the CoI from potential problems by clearly outlining rules concerning authority levels, rights, and expectations.

Note:

1. If the board of directors fails to follow the adopted CoI bylaws, it can be held liable for breaching their duty to the CoI.
2. The Bylaws serves as part of the Regulatory Aspect within the Governing Model. See Governing Roles and the Governing Model for more information.

1. Name and Purpose
2. Parliamentary Authority for Election, roles, and terms of officers and board members
3. Membership Issues (categories, responsibilities)
4. Meeting Guidelines (Frequency and Quorum)
5. Board Structure and Size
6. Compensation and indemnification of board members
7. Role of Chief Executive
8. Conflict of Interest Policy
9. Amendment of Bylaws Policy
10. Dissolution of the organization

• The bylaws are made specifically for the CoI (i.e., ecosphere).

• Robert, Henry M.; et al. (2011). Robert's Rules of Order Newly Revised (11th ed.). Philadelphia, PA: Da Capo Press. ISBN 978-0-306-82021-2 (hardcover).
• Robert III, Henry M. (2011). “The Official Robert's Rules of Order Web Site (Home)”. The Official Robert's Rules of Order Web Site. The Robert's Rules Association.
• The Official Robert's Rules Of Order Web Site (robertsrules.com) Site maintained by the Robert's Rules Association

• Section 7. Writing Bylaws, Community Tool Box, Accessed 21 May 2020, https://ctb.ku.edu/en/table-of-contents/structure/organizational-structure/write-bylaws/main
• Form of Bylaws - California Nonprofit Public Benefit Corporation, Public Coucil Org, Accessed 21 May 2020, http://www.publiccounsel.org/tools/publications/files/Annotated_Bylaws.pdf
• Sample Bylaws, U.S. Chamber of Commerce, Accessed 21 May 2020, https://www.uschamber.com/your-chamber-commerce-guide-starting-and-growing-chamber-commerce/sample-bylaws

• Bylaws for an Unincorporated Association, Drew Nelson, September 26, 2017, Accessed 21 May 2020, https://bizfluent.com/list-6981569-bylaws-unincorporated-association.html
• What is the difference between Charter and Bylaws?, William Adkins, bizfluet, 26 September 2017, Accessed 21 May 2020, https://bizfluent.com/facts-5894520-difference-between-charter-bylaws-.html
• The Difference Between Bylaws and Policy, Victoria Duff, 26 September 2017, Accessed 21 May 2020, https://bizfluent.com/facts-5921586-difference-between-bylaws-policy.html
• Bylaws, Policies and Procedures: What's the Difference?, Karen Blewett, presented to Board Leadership Southeast Alberta, 4 March 2017, Accessed 30 May 2020 https://boardleadershipsouth.com/files/march_4_2017/Bylaws,%20Policy%20and%20Procedures%202017.pdf