The bother of bylaws
Does your arts nonprofit's map for action match the terrain?
“Traveler, there is no road;
you make your own path as you walk.
As you walk, you make your own road,
and when you look back
you see the path
you will never travel again.”
—Antonio Machado, from “[Traveler, your footprints]”
Imagine you were setting out on a long and multi-generational journey with a shifting cast of travelers and uncertain terrain. Now imagine you had to set the rules for how you would travel together before you took your first steps – who gets invited, how you decide, who has authority, and how they get it – and hold to those rules thereafter.
Finally, jump forward a few generations to find a confused and confounded band of weary travelers, following rules that don’t match the terrain or their natural relationships to each other or the road.
This is, essentially, the nature of bylaws – the legally required internal operating manual of a nonprofit. Forged during the organization’s formation as a corporate and tax-exempt entity, bylaws are drafted with industry conventions and best guesses, and then rarely or barely rewritten once the journey is underway.
As a result, nonprofit boards and executives often have anxious or avoidant relationships with their bylaws – holding them too tightly (following them like dogma) or too loosely (never actually reading them). Both of those relationships are problematic.
If you’re lucky, your founding nonprofit leaders crafted simple and flexible bylaws – clean and lean and adaptable to many terrains. But more likely, the founders had some momentary oddities to navigate that became part of the ruleset. Or, they were in a rush toward legal incorporation and tax exemption and copied some other organization’s bylaws or boilerplate without much scrutiny.
Fortunately, nonprofit bylaws are not dogma nor devotional texts. They are living documents that can be revisited and rewritten – and generally should be as the organization or its purpose evolves.
Yes, it’s possible (and probably necessary) to do this revision in patchwork, adding or amending as issues arise. But every now and again, it’s worth a deep dive and a fresh draft of the rules your board and future boards will wander by.
Take a moment. Read your bylaws (if you can find them). And ask yourself if the map matches the terrain ahead.
From the ArtsManaged Field Guide
Function of the Week: Governance
Governance involves structuring, sustaining, and overseeing the organization's purposes, resources, and goals (often through boards or trustees).
Framework of the Week: Nonprofit Lifecycle
All nonprofit organizations have natural lifecycles, from a grassroots idea to peak vitality to a turnaround (or termination). A few different frameworks approach this reality and the strategy that lives around it.
Photo by Jack Anstey on Unsplash