Bylaws should define your organization, how it operates, who its directors and officers are, what their duties are and who your membership is. Like the Articles of Incorporation, Bylaws should not be too easy to change. The following outlines provisions that must or should be in Bylaws. NCYSA will provide model Bylaws (they are a base from which you may work) upon request.
“R” = Required
“A” = Advised
R Define who are your members and types of membership such as full member, associate member, provisional member, voting member, non-voting member, etc.
R Define the qualifications for each type of membership
R Describe the voting rights of each type of member. (a fuller description than is in the Articles of Incorporation)
R Indicate the duties and privileges of each type of member
A Describe how to remove a member
R Define the authority, powers and duties of each officer/director.
R The number and qualifications of each officer/director should be outlined.
R The election and term of office of each officer/director should be outlined.
A Describe when an office shall be declared vacant and how the vacancy will be filled.
R Provide for the removal/resignation of an officer/director.
A Consider rules addressing transactions involving actual or possible conflicts of interests regarding one or more officers or directors.
R Indicate the type of member and board meetings (regular, special, emergency, committee, etc.) and how they are called.
R Describe the notice required to have each type of meeting.
R Describe the conditions under which notice may be waived (if any).
R Define the quorum at each type of meeting
R Provide for the maintenance of a list of members in connection with member meetings.
A Describe the order of business at each type of meeting.
R Describe the parliamentary procedures to be used at each type of meeting (see below).
R Name the types of committees, describe their functions (standing committees, special committees, etc.)
R Describe the powers and authority vested in each committee.
R Describe how each committee is formed, number of members, selection of members.
R Describe the removal, replacement and resignation procedures for committee members.
R Define how each type of committee is dissolved and relieved of its responsibilities.
R Describe where the organization’s records are kept, how they are maintained and by whom.
R Describe how the inspection of the books and records is accomplished and who may do so.
R Describe how checks, drafts, notes are executed and by whom; how contracts are approved, executed and indebtedness incurred; etc.
R Provide for an annual audit, review or compilation each fiscal year. Define the fiscal year.
R Provide an annual budget and how it will be approved.
R Provide for an annual financial report to be published and distributed to the membership each year.
CORPORATE SEAL
A Describe the corporate seal if there is one.
COLORS
A The official representative colors of the organization can be listed.
ORDER OF BUSINESS AT THE ANNUAL GENERAL MEETING (AGM)
R This should outline the following agenda items at a minimum: Roll Call, Credentials report, minutes/acceptance of; reports of officers and committees; Old/Unfinished business; Articles of Incorporation, Bylaw and Rule change proposals; new business; budget approval and election of officers. This section should also include a statement of the parliamentary authority to be used at the AGM.
AMENDMENT OF BYLAWS
R Changes should only be made by the general membership by an affirmative vote of at least two-thirds of the voting members.
R If amendment by the directors/officers is permitted (consider provision of N.C.Gen.Stat. § 55A-10-21), the circumstances under which this can occur should be carefully defined.
R Indicate the time at which the Bylaw changes will take effect.
INDEMNIFICATION
A Consider provisions permitted under N.C.Gen.Stat. § 55A-8-50 for indemnification of officers and directors.