Most bylaws should say less than they do. They’re full of advice about how officers and other leaders ought to do their jobs. Some of this advice is good, some bad, but almost none of it belongs in bylaws. Bylaws are mostly about power. They should say how people get into positions of authority, which of them gets to decide what, and how leaders will be held accountable for what they do.
Bylaws are part of a hierarchy of documents that control what can happen in an organization. Above them are laws adopted by the government—for instance, tax codes and nonprofit corporation laws. Some denominations have mandatory rulebooks that outrank local bylaws. Bylaws (and constitutions) are the highest documents adopted by the congregation itself. All other policies, official actions, and instructions must be comply with the bylaws, so it’s important that they say what they should say and nothing more.
What Bylaws Should Say
Most bylaws begin with the organization’s name and a brief statement of its purpose. If you want to require a strong congregational vote to change denominations or to change your mind about religious doctrine, one way to accomplish that is to put those items into your bylaws along with other core commitments and beliefs. Remember, though, that it is not easy to distinguish what, in religion, will turn out to be transient or permanent. The less you say, the better the chance your words will last.
Bylaws should define membership and say how members are admitted or removed. If you have classes of membership, your bylaws should make it easy to determine who is in which category and how they can be removed.
Bylaws should say how the congregation meets and acts. Typically, this means saying who can call annual or special meetings and what rules of procedure you will follow. It is a good idea for the bylaws to specify a parliamentary authority such as Robert’s Rules of Order in the USor Bourinot’s in Canada. Such manuals have come in for a good deal of criticism, some of it deserved. What I wish more people knew is that by their own terms, they allow assemblies to make simpler rules for their own meetings, so long as these honor the basic rights of members, minorities, and majorities.
Bylaws should say how many members the board has, how they will be chosen, and for how long. To the government, the board is the congregation—in the sense that if your state or province has a question, they will probably require an answer from your board. So you will want to be quite clear who constitutes the board, how board members are elected, and who has the power to remove them.
Bylaws define the roles of officers. Your government probably assumes you will have a president, secretary, and treasurer, and your bylaws should make clear who plays each of those roles, even if you use different titles. If you want officers to have powers independent of the board, you need to grant them in the bylaws—generally I do not recommend this. Unless pre-empted by a higher-level document, bylaws need to say how clergy will be chosen and dismissed. If your pastor has certain powers (over ritual or worship for example) independent of the board, the bylaws must say so.
What Bylaws Should Not Say
The main purpose of bylaws is to state the purpose of the organization and to define how it will make its most important decisions. In practice, most bylaws say more than they should. Bylaw committee members have a lot of wisdom and sometimes are tempted to fill bylaws with “best practices” and other guidance. As a result, bylaws often give leaders lots of advice. Unfortunately, like the clothes in my closet, much of that advice is out of date or doesn’t fit.
Bylaws should not give detailed job descriptions—for clergy, officers, board, committees, or anybody else. They should state the purpose of a few top positions and how they will be filled. The board should have flexibility to define officers’ roles from time to time and to create new officers—an assistant treasurer or a recording secretary, for example. With rare exceptions, whenever the bylaws grant the power to make decisions, the power to delegate should go along with it, so power can be shared. The delegator should, of course, remain accountable for the results.
Bylaws often list all the committees in the congregation and their job descriptions, including those that have not actually existed since the 1970s. If your bylaws do this, plan on deleting all those provisions. The purpose of committees is to help the board to govern, so the board should have the freedom to create and sunset its committees as needs change. In chapter 7, I will suggest a list of standing committees and their jobs, but these belong in the board’s policies, not the congregation’s bylaws.
Bylaws often say the board’s job is to “operate (or manage)” the congregation, as if board members signed checks, sang anthems, and taught Sunday school at meetings. Boards lead by governing, which includes saying who will manage. It is helpful for the bylaws language to reflect this.
One frequent mistake is worth mentioning. Sometimes, in frustration with the problems of the governance structure they have, congregations do something called “suspending the bylaws.” I am not sure where this idea comes from—maybe it is an extension of “suspending the rules,” which is a bit of Robert’s Rules arcana meaning to do something slightly outside normal parliamentary procedure. Suspending the bylaws is more like suspending the constitution: if it ever happens, I hope to have some bottled water in the basement. A congregation that suspends its bylaws is governed instead by the statutes of its state or province, which may have some provisions that would come as a surprise. If someone proposes suspending the bylaws, I would encourage them to cool off and think of a safer way to make the needed changes.
Good bylaws are rarely fascinating. They describe a simple structure and contain few surprises. The principle of saying less applies. While writing bylaws, boards should often stop and ask, “Is this enough? Are we comfortable letting the board or staff answer questions we have left unanswered?” If the answer is yes, then wise bylaw-writers stop writing and leave space for the congregation and its leaders to adapt to changing times and circumstances.
Dan Hotchkiss has consulted with a wide spectrum of churches, synagogues, and other organizations spanning 33 denominational families. Through his coaching, teaching, and writing, Dan has touched the lives of an even wider range of leaders. His focus is to help organizations engage their constituents in discerning what their mission calls for at a given time, and to empower leaders to act boldly and creatively.
Dan coaches leaders and consults selectively with congregations and other mission-driven groups, mostly by phone and videoconference, from his home near Boston. Prior to consulting independently, Dan served as a Unitarian Universalist parish minister, denominational executive, and senior consultant for the Alban Institute.
Books by Dan Hotchkiss
