The Mikuska Group  

By-laws are forever – not!

When was the last time your organization reviewed its by-laws?

Good on you if you said, “within the last three years.” If it’s been longer, or, as in the case of some organizations, not since they were written in the 1970s, it’s time.

Your by-laws are your governing documents. They are important and deserve your attention. Circumstances change over time, including changes to legislation that governs non-profit organizations.

By-law reviews are opportunities to look at how your board is working. A couple of examples:

  • previous boards may have thought it was an honour to allow all living past-presidents to be on the board. However, you may now find that rather than being a helpful resource/organizational memory, these members just add to the sheer size of the board, making it unwieldy. Your review may then recommend an advisory council for past-presidents, rather than seats on the board.
  • current by-laws stipulate no term limits for board members, so your board becomes stagnant when members don’t see a reason to leave. Ensuring turn-over is healthy.

By-laws lay out structure and the legal duties and liabilities of your board. They should reflect and refer to the act under which your organization has been created, and outline the powers of the board, composition, voting, membership and financial responsibility.

Be careful not to put too much into your by-laws that would be better left to board policies. By-laws must be approved by the members, while policies can be changed by the board. For example, avoid too many standing committees and allow for ad-hoc committees or task forces.

And once you’ve reviewed and approved changed by-laws, schedule the next review!

Julie Mikuska


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