Bylaws

Bylaws are the internal rules that govern the operation and governance of an organization. They establish how the organization is run on a day-to-day basis, including procedures for meetings, the selection of officers, and the process for making decisions. Bylaws are typically adopted by the board of directors or by the membership and are subordinate to the organization's charter or articles of incorporation and to applicable law.

Bylaws usually address organizational structure and authority. Common topics include the organization's name and purpose, principal office, membership (if any), the composition and duties of the board of directors, the roles and election of officers, and the creation of committees. They also describe meeting procedures and governance rules, such as notice requirements, quorum, voting methods, and minutes; financial controls and budgeting; records and reporting; and policies on conflicts of interest, indemnification, and fiduciary duties. Provisions on amendment of the bylaws and on dissolution or winding up are typically included.

Adoption and amendment procedures are set out in the bylaws themselves or in the governing documents. Amending bylaws generally requires a specified majority vote by the board or the membership, with notice to stakeholders; some bylaws provide for emergency or interim rules.

Bylaws have legal effect as binding internal rules. They must conform to the charter and to applicable law; when conflicts arise, the charter or law takes precedence. Properly crafted bylaws help ensure accountability, transparency, and orderly governance, and they provide a framework for resolving disputes and guiding organizational operations.