The Secret Code Book to a Non-Profit’s Vision

Posted in policy / members / stakeholders

The Secret Code Book to a Non-Profit’s Vision

Here’s a fun fact, where I am, Bylaws are not a legal requirement, and yet, most non-profits have Bylaws. Bylaws are the rules created by the founding members to regulate the organization. They can be changed, but not easily.

Bylaws are the rules created by the members.

This is how it starts. A group of people decide they want to start a non-profit. They get organized and begin planning. The founding group realizes that a board of directors will be needed to govern the organization. But the founding members want to be sure those board members follow certain rules – after all it is the founding members who created the non-profit. So, they write the Bylaws.

The Bylaws, might include the minimum number of meetings, purpose of the organization, the types of members, membership fees, etc. In those early days, the Bylaws will be a little more robust, while the non-profit gets operations going.

As the non-profit gets a little more experienced, the board may want to change a Bylaw. But the Bylaws are rules created by the members and the only place they can be changed is at a meeting of the members. Since the annual general meeting is the time when the membership is most often called together, it is the usual time for Bylaw revisions.

Basic Bylaws in 5 sections.

Section 1 – Details About Your Non-Profit

  1. The official name of your incorporated non-profit.
  2. The type of incorporated non-profit.
  3. Definitions as they apply to what’s written in the Bylaws.

Section 2 – Details About Membership with Your Non-Profit

  1. The classes of membership and who can purchase a membership.
  2. Which members can/cannot vote.
  3. NOT included in Bylaws is the cost of membership. That’s usually left for the current board of directors to decide.

Section 3 – Details About Your Non-Profit’s Board of Directors

  1. Powers of the board.
  2. Eligibility to become a member of the board.
  3. Officers of the board.
  4. Optional: The minimum/maximum, or fixed, number of directors. This might also be captured in policy.

Section 4 – Details About the Meetings You’ll Hold

  1. Basic procedures for board meetings such as minimum number of meetings, notice and voting.
  2. Basic procedure for meetings of members, such as quorum, notice, and voting.
  3. Basic procedure for Annual General Meeting such as quorum, notice, voting, and agenda.

Section 5 – Administrative Details

  1. Fiscal year of the non-profit.
  2. How amendments to the Bylaws can be made.
  3. Official registered office.
  4. How the non-profit will be dissolved if that should ever happen.

Non-Profit Act First, Bylaws Second.

Bylaws work in tandem with the non-profit Act and/or Regulations for your area. The Non-Profit Act is the legal (law) rule book for non-profits. The founding members had to work within those rules to create the non-profit. The founding members create their own set of rules for the governance inside of the non-profit called the Bylaws.

How to get started.

The first step for an executive director or board member to learn the Bylaw rules they are required to follow is to do a little investigation.

  1. Find a copy of your non-profit’s Bylaws. DO THIS>> Determine the date of the most recent update.
  2. Read your Bylaws. DO THIS>> Highlight areas that are unclear or where you need more information.
  3. Talk to board members or the executive director. DO THIS>> Find out if others have the answers, or if more digging is needed.

Once completed, an executive director or board member will have a much better understanding of the founding members’ rules the non-profit must follow.

What surprises did you find?

Bylaws are easily forgotten and a quick review every now and then, at least before the AGM, might provide a few surprises. When you finish your homework, I’d love to hear what surprises you found in your Bylaws. Please use the form on the right side of the page to let me know. If you have questions, and I love questions, I want to know that too!


Hi, I'm Christie Saas, current Executive Director, past board member, and non-profit volunteer. I remember well, those early years when I lacked the training, the confidence, and the work-life balance to focus on becoming the best non-profit leader I could be.

Fast-forward past many bumps in the road, lessons learned, and you’ll find me still in the trenches, but a little wiser, a little calmer, and a whole lot happier. I love my work and I want to help you love yours too.

I created so non-profit leaders never need to feel alone. I’m here to help. If you’re a brand-new non-profit leader, or a little more seasoned, someone who’s looking to make a meaningful contribution and still have time for a full life away from the job, you’re in the right place.

© Christie Saas 2023 All Rights Reserved

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