Governance: Bylaws

Bylaws are the legally binding rules that determine how an organization is to be operated and also how the organization’s board will operate. Bylaws are a guide and reference on how a club is structured, what rights the members have, and the procedures by which those rights can be put into effect. Clear guidelines and expectations can mitigate board conflict, and will maintain more accountabilty for the organization as a whole. 

Your club’s bylaws should include information such as, and (as discussed above) the bylaws should be reviewed, updated as needed and formally approved by the Board of Director’s each year:

• Official name of the organization
• Organization’s statement of purpose
• Fiscal year dates
• Qualifications and number of board members and officers
• Duties of board members and officers - black and white expectations
• Board elections and board composition (board matrix)
• Voting requirements and procedures
• Term and term limits of board members
• Removal and vacancies of board members
• Circumstances under which members may be expelled
• What constitutes a quorum - voting procedures
• Description of standing committees
• Frequency of meetings
• Notice of meetings
• Meeting procedures (such as action without meeting and meeting by telephone)
• Bylaw amendment procedure
• Procedure for dissolving the organization and disposition of assets
• Conflict of interest statement
• Conflict resolution procedure

As a club, you should create your own set of the bylaws to assist in governing your organization. You may view the USSA’s bylaws at www.ussa.org/ussa/bylaws.

Because bylaws are legally binding and need to comply with national and state law, it is advised that you have a lawyer with nonprofit legal expertise review your bylaws no less than every three years for accuracy and compliance. The board of directors should review bylaws annually. All new board members should be required to review the bylaws as part of a formal orientation.