Chapter 3
Developing Bylaws for an Arts Council or Arts Organization

Purpose of bylaws
Bylaws are written rules and guidelines that outline how a 501 ( c ) ( 3 ) non-profit  organization will operate and conduct  business. The organization’s board of directors and staff is expected to honor and follow the bylaws.

Why bylaws are important
Bylaws ensure the organization operates efficiently and effectively; and ensures legal, ethical and financial compliance to regulations guiding the non-profit corporation. Non-profit organizations are required to have bylaws in place prior to filing with the Internal Revenue Service for 501 (c) (3) status.

Tips for developing bylaws
Form a committee to develop the bylaws. Consider 3 to 5 people who are actively involved in the organization’s development.

• A draft of the bylaws is presented to the organization’s members and/or potential board members for discussion, refinement and a final vote for adoption. Use clear and concise language. Important policies and rules are set in the bylaws and should be clearly understood by existing and potential board members.
• Some bylaws will need to be flexible to allow for a seamless flow of operation. Example: if a bylaw requires 5 members to serve on a nominating committee and one resigns, then the nomination process is held up until a replacement is found. Instead, state a range: “The nominating committee will comprise of no less than 3 individuals and no more than six.”
• Instead of stating specific meeting times and routine procedures in bylaws, adopt standing rules. Standing rules can be changed by a simple majority vote (51%) of the members present.
• Consider asking a volunteer that has experience in the non-profit  sector to review the final version of the bylaws

Setting Policies: bylaws articles

Bylaws are comprised of a series of articles that describes how the organization will operate. Examples of basic articles: Name, location, mission, purpose

• Provisions for membership  
• Governance: management, board of directors, nomination, term length, removal, vacancies, quorum, meetings, meeting procedures.
• Officers
• Staff policy, committee policy, financial policy. 
• Provision for  bylaws amendment
• Conflict of interest
• Dissolution

Approval and adoption of the bylaws

• Publish or post a draft of the bylaws. Include a notice of the meeting at which members of the organization will discuss and adopt the bylaws.
• At the meeting, read, discuss, and make desired changes to each article of the bylaws.
• A motion is made and seconded to adopt the bylaws.
• Take a vote. If  two-thirds of those  present vote yes, then the bylaws are adopted.
• After the bylaws are adopted, each meeting participant should retain a copy.
• Since the organization’s board and staff must follow bylaws, it is best practice to review bylaws annually.
• Changes in bylaws requires due notice and approval of  two-thirds of  the board.

There are numerous examples of bylaws and bylaws format on the internet, including bylaws for some local arts councils. To become familiar with formats, search the internet for more information, or acquire a sample of bylaws from another arts organization.
BoardSource is an excellent resource: www.boardsource.org/