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The Goldilocks Dilemma: Bare-Bones, Exhaustive, and "Just Right" Bylaws

 

Too Much                        Too Little                        Just Right


Similar to Goldilock's journey evaluating porridges, chairs, and beds to discover the one that was just right, so too is the journey for bylaws just right for your organization. Bylaws are generally strongly suggested to ensure a shared understanding of the daily functions of your organization.  

 

Whether your organization reviews bylaws consistently or has them stowed away in the furthest recesses of your shared drive, bylaws are a legal document that dictates the organization’s internal rules and shepherd all members to behave per its guidelines. Because of the bylaws’ importance to the organization's success, it is vital to focus on its contents. 

 

There is not a perfect bylaw template. You may find resources listing things to include but the content of those sections--and any additional headings based on the size and structure of the business--are at the organization’s discretion. Organizations are often choosing between including a lot or a little. Bylaws that are either minimal or exhaustive can be beneficial and detrimental to an organization's functions and goals. In considering both ends of this spectrum, we should evaluate the pros and cons of each side. 

 

Exhaustive Bylaws

 

Exhaustive bylaws could include lengthy role descriptions, the precise location, date, and time of each meeting, or a plethora of committees. Exhaustive bylaws enthusiasts typically believe they are planning for the inevitable and that preparation is key to address any issues that may arise. Sometimes, they are correct. Detailed rules can be beneficial to an organization’s functions. These types of bylaws typically ensure everyone understands their responsibility and what to do to remain in compliance with the organization’s rules. The bylaws become the one-stop-shop if a person had a question regarding their role. 

 

Although clarity and preparation are helpful in many scenarios, exhaustive bylaws could have detrimental effects on the organization’s functions and goals. Firstly, these types of bylaws could be considered inflexible. If you have a bunch of responsibilities dedicated to separate roles, you may run into situations where people are unauthorized to do things because the rules dictate that it is someone else’s job. It could lead to glacial responses to issues. Also, any straying from specifically dedicated responsibilities could leave several team members, or the organization as a whole, in trouble. Any activity disregarding specially delegated responsibilities would be a violation of the bylaws and put the organization at legal risk. 

 

If your goal is to create bylaws focused on role clarification and responsibilities of team members, exhaustive-leaning bylaws can be very helpful. Exhaustive bylaws can be beneficial for a larger organization concerned about participation among board members or a newer organization hoping to set a tone for what a committee entails. It is vital to remember that while delegating tasks is important, including some ambiguity will allow for flexibility to promptly address issues. And will help to keep your team members safe from frivolous lawsuits if they forget to do something within the realms of their roles.


Barebone Bylaws

 

The other side of the equation is to make the bylaws barebones. Barebones bylaws could include ambiguous descriptions like; the Chair is responsible for meetings. The vagueness can be good because it allows the organization to be flexible in assigning responsibilities and give a general understanding of each members' purview. Minimalism can also help with organizations and areas (ex. fundraising or outreach guidelines) prone to change. For example, committees can be listed in the bylaws but if one is listed and not presently active, the organization would technically be violating the bylaws. Whereas if you took the barebones approach and used a phrase such as: “committees will be created and abolished at the discretion of the board,” you would not run into the issue of defying the bylaws if a social committee is listed, but you do not currently have one active. 

 

Although this helps address the flexibility problem discussed at length above, it can run into issues regarding lack of direction when new complications arise. Whether it be a cryptic forfeiture procedure or unclear role parameters, having barebones bylaws can exacerbate these issues. Of course, these obscurities could be addressed through developing manuals, guidelines, etc. which would include more detailed descriptions. It would also help eliminate potentially lengthy procedures to amend the bylaws every time there was a change. Another area of concern is issues that ultimately fall through the cracks. Take the coronavirus pandemic, for example, several states required organizations with essential in-person work to post and disseminate information regarding safety precautions to all employees. If bylaws do not dedicate a person to focus on compliance issues, this requirement may fall by the wayside. No one might pick up the mantel to remain in compliance with local rules and regulations, potentially leading to fines or lawsuits. 

 

If your goal is to create flexibility, a bylaw leaning more on the side of barebones might be a focus for you. These bylaws focus on flexibility, which can benefit organizations known to go through significant changes or newer organizations still figuring things out. 

 

Regardless of which method you currently utilize or which changes you hope to implement, it is good to remember that every organization is different. And each would benefit from reviewing and aligning its bylaws with its goals, structure, and concerns. 


By: Elisabeth Ng

 

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