1. WHAT ARE BYLAWS?
Most RWA chapters are nonprofit corporations. Bylaws are a key document of a corporation, in addition to the Articles of Incorporation and (when desired) a policy and procedure manual. Basically, your bylaws establish the framework for how your chapter will be set up and how it will run.
2. WHAT DO BYLAWS CONTAIN?
Bylaws often state, in broad terms, 1) the purpose of the organization, such as “supporting fellow writers”; 2) who can join and what members have to do (such as paying dues); 3) the responsibilities of the organization (meetings, etc.); 4) the responsibilities of officers and directors; and 5) any limitations on the bylaws or the organization. Bylaws can be drafted by anyone who's done a little homework, and sample forms are often available. Legal advice can be helpful but is not automatically necessary.
You can check out Sample Bylaws included on this site for examples of what small, medium, and large chapters are doing for bylaws.
3. WHY BYLAWS?
First, please note that the corporate requirements of various states can differ. Chapters are often incorporated in the state where the chapter does its business, which is usually where meetings are held, but chapters aren’t required to be incorporated in any particular state. Although states don’t typically require a corporation to have bylaws, it’s an excellent idea to have them. Why? Well, for starters, because RWA requires chapters to provide them.
Members can come and go, and memories can fail, but bylaws are with you for the long haul. Many chapters rely on the wisdom and memory of one or a few members who’ve been around since the Dawn of Time, and there’s nothing wrong with that—except when those members leave or die or start forgetting where they left their glasses, let alone what the chapter’s procedures are. Bylaws remember.
Bylaws typically begin by defining, in writing, the purpose of the chapter. For example: "We meet each month to promote excellence in romance fiction and to help our members achieve their publishing goals." If that’s clear from the outset, it helps to avoid issues like having someone declare at a meeting that, really, the chapter’s purpose is to support writers of science fiction or her daughter’s school bake sale (not that you have anything against fudge brownies). Declaring a purpose helps give your chapter focus.
Importantly, bylaws also define who can join the group. RWA requires that all chapter members also be members of RWA. No exceptions. You cannot exclude members based on their being part of a protected group (such as race or gender, etc.), but you can require qualifications based on interest and avocation. In short, people with common interests and goals.
Another reason to have bylaws is for legal protection, both of the corporation and its officers and directors. Articles of Incorporation often limit the liability of officers and directors, and bylaws often provide for indemnification. If your officers and directors are doing their jobs on behalf of the chapter, they shouldn’t have to worry about personal liability. Of course, sometimes people don’t do their jobs. If funds go missing from your chapter's bank account, you will want well-drafted bylaws that specify the various officers’ and directors’ duties and give your chapter a strong case for pursuing legal action against the responsible person. As another example, if your chapter is put in the difficult position of recalling or expelling an officer or member, the bylaws should describe, in detail, an appeals process that will ensure fair treatment of the matter. The chapter has rights, and so do its members. Bylaws make those rights clear for everyone.
Of course, bylaws don’t do much good if no one reads them. Make sure your board of directors and officers have a copy of the bylaws, and give your members easy access to them, such as through a members-only page on your chapter website or in the “files” (or similar) section of your chapter e-mail loop.
4. HOW DO BYLAWS DIFFER FROM POLICY AND PROCEDURE?
Bylaws draw a broader picture and deal with more significant issues, while a policy and procedure manual spells out the specifics in greater detail. For example, the bylaws will state the general duties of the corporation’s treasurer, but the policy and procedure manual may state how the chapter’s bank account works, who has access to it, how checks are cut and reimbursements are made to members, etc. A policy and procedure manual is a good idea, especially useful in easing the transition from one board to another, but bylaws are fundamental to the corporation. In very general terms, bylaws are more for the members, defining their rights, and the policy and procedure manual is more for the board of directors, reminding it how everything works and where they can find everything.
5. HOW DO I ADOPT OR AMEND BYLAWS?
Most states require Articles of Incorporation (including any amendments) to be filed with the state but do not require that bylaws be filed with the state. A nonprofit corporation is first formed when an “incorporator” (which could be you) first files Articles of Incorporation with the state. Then, its incorporator or first board of directors often adopt bylaws before the corporation has members. After a nonprofit corporation has members, most states require that the members—and not just the board of directors—amend the Articles of Incorporation and the bylaws. (In contrast, a policy and procedure manual can often be adopted and amended by the board of directors.) Bylaws typically contain amendment procedures. Chapters should follow the corporate laws of their state of incorporation and their own bylaws’ amendment procedures, including by giving sufficient prior notice of the proposed bylaws amendment to the chapters’ members.
Note that if a provision in any proposed bylaws amendment concerns the purpose and/or dissolution clauses, you must send the proposed amendment to the RWA Office for verification before you adopt the amendment. The RWA Office does not need to verify other amendments. After actual approval of any bylaws amendments, however, you are required to send a copy of the amendments to the RWA Office.
6. WHERE DO I START?
If you have bylaws that haven't been reviewed for three or more years, check them to see if they still apply to how your chapter currently works. If you don't have bylaws, you can consult “Robert's Rules of Order, Newly Revised,” “The Legal Guide for Association Board Members,” the bylaws of RWA that came with your national membership packet or the Sample Bylaws included on this site. You can also e-mail email@example.com or call the Houston Office at (832) 717-5200 for help.
If you're starting from scratch, below is a summary of the section on bylaws in The Legal Guide for Association Board Members. These provisions are typical but not required. Italicized comments have been added.
Bylaws of ____________________
1.01 Name (may be restricted by your state's incorporation rules)
1.02 Principal Office (this address is preferably one that won’t need to change often)
1.03 Purpose (may be used by state and federal tax authorities to determine or confirm nonprofit status)
1.04 Restrictions (subject to RWA’s bylaws and policy and procedure manual and applicable law)
Comments: Your corporate name, as it is registered in your state, should be used by everyone acting on behalf of your chapter, including on letterhead, brochures, etc.
ARTICLE II: MEMBERS
2.01 Membership Qualifications
2.02 Regular Membership (usually has voting rights)
2.03 Associate Membership (may or may not have voting rights)
2.04 Affiliate Membership (may or may not have voting rights)
2.05 Member in Good Standing (this often merely refers to someone who has paid dues)
2.06 Termination (be very specific about reasons that membership can be terminated and the procedures to be followed)
2.07 Discipline (again, be very specific)
2.08 Member Obligation to Follow Association Rules (this can give the board authority to levy dues, to discipline members who steal or are abusive, etc.)
2.09 Member Liability (Important! No individual member should be liable for the chapter's obligations.)
Comments: For RWA chapters, some membership requirements are described in RWA’s bylaws. Be sure to reiterate those requirements, as well as things like 1) failure to pay dues results in loss of membership; 2) if you have Charter Memberships, or other special classifications, indicate what benefits these people receive (e.g. reduced or fixed dues, ability to vote, etc.).
ARTICLE III: DUES
3.01 Dues (typically, set by the board)
3.02 Delinquency (be specific about consequences of paying dues late)
3.03 Refunds (usually states that no refunds will be given)
Comments: Be specific about what your chapter regards as "overdue," whether any grace period will be allowed, how quickly the chapter can act against someone who refuses to pay their dues, and how a member can be reinstated.
ARTICLE IV: MEMBERSHIP MEETINGS
4.01 Annual Membership Meeting (usually occurs once a year unless special conditions dictate otherwise; this is not always necessary for chapters that meet monthly)
4.02 Special Meetings (special meetings are used to conduct specific business)
4.03 Notice (specify how much notice is required before a meeting and what types of notice are acceptable, e.g. e-mail, newsletter, phone call, fax, etc.)
4.04 Quorum, Voting (be specific about what constitutes a quorum, the minimum number of members needed to vote and conduct business, and proxy/mail/e-mail voting)
Comments: Key questions are the amount of the quorum (10 percent of the members? something else?) and the voting percentage of members required to approve an action. The quorum should attempt to reflect reality in how many people regularly attend meetings. The voting percentage is often a majority, but it may be greater for, say, bylaws amendments. Providing proxies or ballots to members for annual elections and any other key votes will help assure both the necessary quorum and vote. State laws often permit members/shareholders to give proxies, and they’re a good idea.
ARTICLE V: BOARD OF DIRECTORS
5.01 Board of Directors (what is it, what are their responsibilities, what are the limits of their authority, and what authority do they have over other chapter entities and activities)
5.02 Composition (who and how many, elected officers alone or elected officers and committee chairs, members-at-large, etc.)
5.03 Term of Office and Election (specify any term limits; may stagger elections of officers to keep some experienced individuals on the board at all times)
5.04 Individual Directors (limits of authority, responsibilities)
5.05 Vacancies (who can fill the vacancy and whether it is by appointment or by election)
5.06 Call of Meetings (who can call a meeting of the board, when and where it will meet)
5.07 Notice (what notice is required for board meetings)
5.08 Quorum (specify minimum number to be able to conduct business)
5.09 Board Action (board action can be taken at a meeting or by written action without a meeting)
5.10 Absence (requires board members to notify specified officers if they cannot attend board meetings, allows the board to dismiss a chronically absent member)
Comments: Be specific about the composition of your board and the chain of command. This can change as your chapter grows. Term limits may be an issue for small chapters or for chapters without sufficient member involvement.
ARTICLE VI: OFFICERS
6.01 Officers (who they are: usually President, Vice President, Secretary, and Treasurer; may also include the past President)
6.02 Qualifications (officers must be members of their chapter and RWA)
6.03 Election and Term of Office (can be appointed by the board or elected by the membership)
6.04 Duties (very brief description of each job, including who fills in for whom in case of absence)
6.05 Vacancies (specify if vacancy is filled by appointment or election)
Comments: Be specific about, and try to avoid overlap of, responsibilities. The section on Elections should outline your entire process, from selection of an Election Chairperson to announcement of the final results. Specify timelines, deadlines for things like declaring to run and receipt of ballots, and manner of proxy voting.
ARTICLE VII: COMMITTEES
7.01 Committees (who can create)
7.02 Executive Committee (acts for the board between board meetings; usually consists of the officers)
7.03 Meetings (same requirements as for board meetings)
Comments: It is vital to specify that all committees, their members, and all committee actions fall under general oversight of the board. If your chapter does anything where contracts need to be signed, specify who may sign those contracts and whether contracts need to be first reviewed by the board before acceptance. Committees and committee members going off on their own paths are one of the most common sources of friction in any group. Here, or elsewhere in your bylaws, you also might list what items of corporate property can (and cannot) be used by members, such as your corporate name, your logo, membership lists, tangible items like tapes or books, etc., and state the restrictions on use of them. It's best to state that corporate property may not be used without permission from the board.
ARTICLE VIII: INDEMNIFICATION AND INSURANCE
8.01 Indemnification (usually specified by state's nonprofit law; protects officers and others acting on behalf of the chapter)
8.02 Insurance (again, usually specified by state's nonprofit law; gives the chapter the authority to purchase insurance to protect the board and membership from liability)
ARTICLE IX: AMENDMENT OF BYLAWS
9.01 Amendment (specifies how and when bylaws may be amended)
Comments: The process should include specific procedures for notification to the membership and voting.
ARTICLE X: PARLIAMENTARY AUTHORITY AND INTERPRETATION
10.01 Parliamentary Authority (for RWA, it's Robert's Rules of Order, Newly Revised)
10.02 Interpretation (bylaws are subject to state nonprofit law and may need to be amended to conform to state law changes)