What are bylaws?

• Bylaws provide the framework for effective governance.
• They outline general guidelines for the way the board operates.
• They are not intended to delineate operating procedures, and should provide big picture guidance around the structure and procedures of the board.

Why are bylaws important?

“Bylaws are significant written rules by which an organization is governed…they are frequently neglected or even disregarded as a tool for governance. For many reasons, however, nonprofit organizations should pay more careful attention to their bylaws. For example, an unnecessarily large and unwieldy board of trustees can impair an organization’s ability to make decisions and meet new challenges, while an entrenched group of long-time board members might prevent a nonprofit from adapting to change. With bylaws, an organization can specify the number of trustees and limit their terms on the board.

Bylaws take on added importance during governance disputes centering on the way an organization is carrying out its mission. These disputes can take many forms: a board member who is voted out of office seeks reinstatement, a dissident group within the organization attempts to gain control of the board, or a faction mounts a legal challenge to a board decision. In these difficult situations, carefully crafted bylaws and adherence to them can help ensure the fairness of board decisions and provide protection against legal challenges." [1]

How do bylaws fit into the hierarchy of legal authority?

The hierarchy can be described in the following way:

1. Applicable federal and state laws, including IRS regulations
2. Charter contract with the charter authorizer
3. Bylaws of the charter school
4. Standing policies of the board of the charter school
5. Other one-time, short-term board policies
6. Administrative policies

How do effective charter schools use bylaws?

Many charter schools throw their bylaws together at the last minute as a required attachment for their charter application. Often, bylaws are created by a lawyer on the board or an outside lawyer on a pro bono basis with very little input from the full board. Bylaws created like this are generally insufficient. 

Since the bylaws determine the functioning and structure of your board, effective charter school boards spend careful time creating the bylaws, discussing the implications for their decisions and understanding why various choices are being made. Then, as a final step, they may have an attorney review them.

Use the bylaws as a tool to guide a substantive conversation about the board structure with the board. Have a healthy debate about the right number of board members, which committees are vital and need to be standing committees versus which can be task forces, what will you do with chronically absent board members, etc.

Cautionary note: Don’t let your bylaws get bogged down by complex legalese. This isn’t necessary. The bylaws should be a working tool for your board and the full board should be able to understand and interpret the intention of the bylaws without a lawyer doing the translating. 

How often should a board revisit the bylaws?

Bylaws should be general enough that they do not need continuous revision. In this way, they are similar to the mission statement. But, just like the mission statement, it is important to revisit the bylaws occasionally (probably after the first operating year of the school) and then at the end of the first charter (or five years) to make sure they are still relevant. This is particularly true in a start up charter school experience. Remember, you probably need to live with your bylaws for a while to see if they are working well or to identify which sections need to be revised.

Recommended elements to include in your bylaws

What follows are some recommended elements/clauses to include in your bylaws.

These are intended as food for thought and should not take the place of careful vetting of bylaws by your legal counsel. Always consult your legal counsel on any matter pertaining to bylaws; there may be particular issues in your state that affect the recommendations listed below.

Number of Trustees

Suggested clause:  “The Board of Trustees shall consist of no fewer than seven (7) and no more than fifteen (15) members.”

Note: The number of trustees should always be a range and should be odd numbers.

Trustee Term Limits

Suggested clause:  “Term of Office.  Each Trustee shall serve a two (2) year term, with no Trustee being allowed to serve more than three (3) consecutive terms, after which they must take a minimum of two years off before being reconsidered for nomination as a trustee. Terms shall be staggered so that not all terms are renewed at the same time.”

Note: Term limits are essential to ensure that there is a regular influx of new talent, energy, and perspectives on to the board. As start up organizations, charter schools are susceptible to “founder’s syndrome,” where the person who initiated the organization remains present and entrenched beyond the point where they are effective or make the best decisions regarding the organization’s viability.  Term limits are an important safeguard against this.

Typically, a two-year term renewable three times works well in the charter school context, as charters are given for five years, and this ensures a fair amount of continuity during that time period. 

Staggered Terms

Staggered terms ensure that the whole board doesn’t rotate off at the same time. Typically, this is only an issue for the first “class” of trustees. The simplest way to stagger the initial terms is to draw lots—literally putting slips of paper in a hat and letting trustees pull a number. Half of the trustees start with a one-year term, half with a two-year term. Then when these initial terms are complete, the trustees each get two more terms of two years. The intention is not that those who draw a “1” only serve for one year and then leave the board forever. The idea is they would keep serving, but just not rotate off at the same time as all the other trustees. 

Minimum Waiting Period

Trustees “will need to take a minimum of two years off before being reconsidered for nomination as a trustee.” This waiting period ensures that there will be an influx of new talent to the board. Waiting periods range from one, two, or three years.  A board can always make an exception to this rule, if need be.

Officers

Suggested Clause: The officers of ABC Academy shall be a chair, vice chair, secretary, treasurer, and such other officers, if any, as the Board of Trustees may require.  The same person may hold any two or more offices, provided that no individual may act in more than one capacity where action of two or more officers is required. Each officer will fulfill the requirements outlined in the board-approved officer job description.

Note: You should name all four officer positions in the bylaws: chair, vice chair, secretary, and treasurer. Keep the description of these positions limited, and refer to more detailed job descriptions for each position.

Suggested clause: “Election and Term.  The Governance Committee shall present a slate of officers to the board of trustees. All officers shall be elected by the trustees at their annual meeting and shall hold office for the term of one (1) year.  Each officer shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation, or removal. A trustee may serve more than one (1) term in the same office, but no more than three (3) consecutive terms in the same office.”

Note: We recommend having officer terms limits of one year, renewable three times. Typically, it takes a whole year to learn how to do the job well, and it is the hope when someone is nominated for an officer position that they will stay in that position for more than one year. The one-year term allows the board to reassess the officers annually, which is particularly important with a start up board that will be adding a substantial number of new people with additional talents during the first few years of operations.

Officer Nomination and Voting

While the governance committee should make recommendations on whom they believe will serve the school best, all accepted nominations for a given office should be presented to the full board for a vote. The board need not follow the Governance Committee’s recommendation, though they should consider the advice.

Qualities and qualification

Suggested Clause: “Qualifications. Whenever possible, board members shall be sought who bring the skills, expertise, perspective, and qualifications, as established by the board and delineated in an annual board recruitment plan.”

Note: Provide general language here, and indicate that more specifics can be found in the annual board recruitment plan.

Election of Trustees

Suggested Clause: “Election of Trustees.  Trustees shall be nominated in accordance with the stated board-approved nominating policy. Trustees shall be elected by the board of trustees at any meeting of the board of trustees by a majority of the trustees currently in office. A trustee elected to fill an unexpired term shall have tenure only to the end of such term.” 

Note: Provide general language here, and indicate that more specifics can be found in the board-approved nominating policy.

Procedures for filling vacancies

Suggested Clause: “Vacancies. In accordance with nominating and election process set forth by the Governance Committee, any newly created trusteeships and any vacancies of the board of trustees, arising at any time and from any cause, may be filled at any meeting of the board of trustees in which a quorum is present.  However, if the number of trustees then in office is less than a quorum, the vacancies shall be filled by the affirmative vote of (a) a majority of the trustees then in office or (b) a sole remaining trustee.  A trustee so elected shall serve until the next annual meeting and until his or her successor is elected and qualified.”

Guidelines for trustee removal and resignation

Suggested Clause: “Resignation. Any Director may resign at any time by delivering a written resignation to the chair of the board or to the school at its principal office. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time.  To facilitate the election of new trustees, the school formally encourages trustees intending to resign or to decline nomination to provide notice of the trustee's intent as much in advance of the annual meeting as possible.” 

Suggested Clause: “Removal.  Any trustee may be removed from office with or without cause by an affirmative vote of the majority of the trustees then in office. 

Note: As long as it is allowed in your state, make it clear that trustees can be removed with or without cause.

Committees

Key points to include in clauses about committees:

[1]The Nonprofit Board’s Guide to Bylaws by Kim Arthur Zetlin and Susan Dorn, publication of Board Source.

Updated October 22, 2024 14:35