Bylaws are critical components of organizational infrastructure. They differ with regard to their purpose and content and, accordingly, they differ with regard to their susceptibility to changes.

  1. Bylaws establish an organization, define its mission, and define its system of governance. In short, bylaws define what the organization is, what it does, and how decisions are made within it.
  2. While bylaws spell out basic rules for decision-making, they do not include the decisions that are made. Such decisions are recorded in additional documents, including minutes, policy documents, procedure codes, and other manuals.
  3. Bylaws differ from other documents of governance in at least three ways:
    1. Bylaws are intended to be more permanent than policies or specific organizational goals or operations.
    2. The organizational structure and decision-making process set forth in the bylaws are subject to change but they are, by design, more difficult to change than other specific policy decisions, projects or operating procedures. Bylaw amendments involve a two thirds majority vote of the board and ratification by membership or membership bodies like component institutes. The greater threshold of support needed to amend bylaws is intended to stabilize organizational functioning. This purpose is also reflected in parliamentary procedures that require a higher threshold of support for rescinding or amending actions taken by a board.
    3. Bylaws are intentionally limited to those basic rules and structures that are needed to ensure proper organizational functioning. Those rules and structures that are deemed essential or inviolate should be included in the bylaws. All other rules or bodies should be excluded from the bylaws in order to avoid unnecessary restrictions on the adaptive functioning of the board, obviating the need for multiple and unending subsequent bylaw amendments.
  4. The above principles are in keeping with the principle of “residual authority”. While the actions of a board or organization cannot violate the bylaws, the board has full authority to take actions that are not otherwise restricted by the bylaws. The board is thus free to establish committees and action groups or to implement any action plans or initiatives on its own authority – as long as they do not violate the bylaws. Accordingly, there is no need to include all committees, bodies, policies, or rules in the bylaws of an organization – only those deemed to be absolutely necessary in a more or less permanent way. In fact, it is detrimental to an organization to include such details in its bylaws because the organization will then be bound to them unless the bylaws are amended. This can constrain an organization’s creativity and adaptive capabilities.