Depending on what state you live in, your church, synagogue, mosque, or other religious organization needs bylaws. In Rhode Island, 
Chapter 7-6 of the Rhode Island Code contains the Rhode Island Nonprofit Corporation Act. It specifies the requirement for all nonprofits to have bylaws and a board of directors. The act further states that those actions not covered in the individual organization’s bylaws default to the state for the requirement. You
What Do Bylaws Do?
Assuming that Rhode Island’s Act is similar to the other 49 states, the act empowers nonprofit corporations to:
- Have perpetual succession by its corporate name (this means that the organization can keep on going as long as it wants, unless it set itself up as a limited entity)
- Sue and be sued, complain and defend in its corporate name (this means that the organization will have legal entity status in a court)
- Have a corporate seal that may be altered at pleasure (if you want one)
- Purchase, take, receive, lease, take by gift, devise, or bequest, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property, or any interest in real or personal property, wherever situated, and without restriction as to amount (I just had to copy this one directly from the statute. This allows the organization to hold property and buildings.)
- Sell, lease, transfer, or otherwise convey any or all of its property and assets (this allows the organization to sell or dispose of its buildings or other property)
- Lend money to and assist its employees (except Directors) (this is an interesting clause. Conflict of Interest with Directors will be covered in another article.)
- “Purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships, or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality, or of any instrumentality of those entities.” (It looks like this means that you can manage your stock with any type of corporation.)
- Make contracts and take out mortgages. (If your organization needs to.)
- Lend money and invest in real estate. (If your organization needs to.)
- Conduct its operations. (You have the permission of the state to run your own business.)
- Elect or appoint members or directors, including officers; set their tasks and compensation, (Setting up the duties of your board is one of the reasons for a good set of bylaws.)
- Make and alter bylaws. (See, it’s a good idea.)
- Make donations for the public welfare or charitable purposes. (Nonprofit organizations can donate to other nonprofit organizations.)
- Pay pensions and establish pension plans. (This should only be necessary if you are not included in another pension plan.)
- Have and exercise all powers necessary to effect the purposes for which the organization was created.
How to Start Drafting Bylaws
If your church is part of a larger denomination, your denominational offices may have templates that you can use to draft your bylaws. There are other sites that you can search that offer sample bylaws.
You should also draft a constitution. Your constitution sets forth what your organization is about and provides its fundamental operating principles. Your bylaws provide the rules by which you will govern your organization. They will cover the following topics:
- Who can be members of your organization and the qualifications for membership.
- Who can be board members of your organization and the qualifications for membership.
- How often the board meets and what constitutes a quorum.
- Duties and tasks of the officers and board members, including which positions are compensated and which are volunteer.
- How board members and officers are chosen.
- The term limits of board members and officers.
- Conflicts of interest on the board and how to respond to them.
- Permanent committees that report to the board, and how they are established and run.
- How and when to establish ad hoc committees.
- How major property decisions are taken.
- How amendments to the constitution and bylaws are completed.
- How disciplinary action is managed by organizational members or board members.
- How finances are reported and how often.
- How assets are handled upon the dissolution of the organization.
These are important considerations and you will require legal advice to ensure that you get it right. If you belong to a denomination, the denominational headquarters will also need to review and, oftentimes, approve your bylaws before you do.
An example for bylaws is included on the resources page and Example Bylaws.
When Do They Go Into Effect?
Once you have your bylaws drafted, you should submit them to your denominational headquarters, if any, for their approval. Once they have approved your bylaws, have them reviewed by an attorney who specializes in nonprofit organizations. Yes, attorneys are expensive, but it is more expensive if you don’t get your bylaws right the first time. If you have questions of your attorney, ASK THEM!
Never let an organizational bylaw question go unasked!!
Once they are happy with your bylaws, present them to your stakeholders. This is the board (or future board) and members of your organization. Explain in detail the process you used to draft your bylaws and answer all of their questions.
When your board is happy with your bylaws, you can have your board vote on them so that they are now in effect. There’s nothing more to do, but there is.
Informing Your Constituents
Once you have passed your new constitution and bylaws, you need to let your constituents know, and answer any questions that they may have. This is as necessary as any other step, perhaps more so, because your constituents are the reason you have an organization at all. Your constitution and bylaws show your constituents and donors that you are serious about succeeding as an organization. They show that you will be a good steward of the resources that they will provide you in terms of money and time.
This is critical to the success of your organization because if your donors don’t believe that you will use their money well, they will find someone else who will. Volunteers will also give their time more freely to an organization that they feel is using their time wisely. Good volunteers will also donate more time and find other volunteers.
Firm Foundation
Having a firm foundation for your organization is the start, but it is not the end. You must also regularly review your bylaws. Some organizations review them annually, and while this is good, it is not always necessary. At the least, you should review them every five years. It is also a good practice to include a bylaw review as part of the orientation with any new board members. Always ensure that every board member is aware of and understands your organization’s constitution and bylaws.
I thank you for reading, and I hope this article has helped you. Please continue in the comments below if you have any further comments, corrections, criticisms, or suggestions for future articles.
