Sample Draft: By-Laws

Article I. Name and purpose of the organization.

Defines the organization’s official name, usually indicated with words “The organization shall be known as”.  If there are other names which also refers to your organization, e.g. acronyms, we mention it here.

Article II. Membership.

All pertinent details regarding official membership to the organization is defined under the “Membership Article”.  This is where we also define the requirements for membership, all corresponding fees, attendance requirements, and any circumstances wherein revocation of membership is required.

Article III. Officers and decision-making.

This section defines how each of the officers will go about with their official functions in the organization.

  • Governing structure: The pecking order in your organization; who reports to whom in terms of the overall governing structure. The bylaws will explain that the Director is hired and overseen by the Board, for instance, but won’t set out who other staff members report to or what their duties are: that’s the province of the Director and the day-to-day operation of the organization.
  • Officers: Official offices of the group, with their correct titles and required duties specifically outlined, and how long their terms should run.
  • Procedures for filling and vacating offices: If an office is to be elected, who votes on it and how; if an office is to be appointed, who makes the appointment? Also, what must happen in order to remove someone from office?
  • Committees: What, if any, standing committees (committees that are ongoing) there will be, how special committees (committees that only exist for the duration of completing a specific task or project) will be formed, how committee chairs will be chosen, and how members will be appointed to those committees.
  • Decisions: How decisions are to be made and how many members and/or officers are required for quorum (the number that must be present for official business to take place).
  • Amendments: How changes to the bylaws should be made. Usually it requires previous notice (for example, telling members at two consecutive meetings that a bylaw amendment will be voted on at the third meeting, or sending out a postcard to all members telling them that a bylaw amendment will be voted on and when) and a two-thirds majority vote.

 Article IV. General, special, and annual meetings.

This section shall define how the organization will meet, how often or frequent, defines who can call a meeting and how will the meeting invite be advised on the members.  This section should also define how Special meetings will be conducted, who can arrange such meetings and what business will be conducted on such special meetings

Article V. Board of Directors.

This section will define what role the Board of directors will be taking in the organization, how many members shall consists the board, how long should a board member’s term will run, how often will they meet, and how are the members selected and how can a board member be removed from the board.