Creating Your Board Bylaws

Board bylaws create an operational structure for the board.  The bylaws define who does what, how board meetings function, when and what the annual meeting is, the terms of trustees, the agreed upon format for the agenda, etc.  In other words, if there is something you want to know about how the board operates, it should probably be spelled out here.

A basic structure for bylaws includes at least but is not limited to:

  • Officers (How and when they are elected and their responsibilities)
  • Meetings (When they are, where the meeting is held, how they are conducted (Parliamentary procedure, agenda, …))
  • Committees (If you have committees, how they are appointed, their responsibilities, how they report back to the board)
  • Amendments (How this is accomplished)
Reviewing or creating board bylaws is a requirement for the  fiscal year 2011 per capita grant that is due in October 2010. They must include a section on how conflict of interest is to be handled. You should have already passed the Model Ethics Ordinance but you should also mention general conflict of interest procedures in your bylaws.
Other statements to consider including:
  • All administrative records of the library are kept in the library including all minutes, recordings of closed sessions, financial records, bids, requests for bids, and all other official correspondence and documents.
  • Only the board as a whole makes decisions and signs contracts.  No single board member or board committee is authorized to act on the board’s behalf to make final decisions.
Some bylaws include a trustee job description or a breakdown of the responsibilities between the board and director (see the Trustee Facts File, Chapter 1 available to download in the Administrative Ready Reference ).
Before you start reviewing your bylaws, I recommend three things:
  1. Discuss the sample bylaws in the Administrative Ready Reference.  Click on “Policy Model” then “Board of Trustees”. Sample bylaws are the first choice.
  2. Listen to the archive of the online workshop I did called Creating Your Board Bylaws .  It will help you think through some of the issues.
  3. Look at some other online publications on board bylaws to compare notes and pick up good ideas:
You do not have to include information from the Open Meetings Act or other library law but your bylaws should not be in conflict with the law.  If you work through the issues and include critical information in the bylaws, the work will save the board much discussion and confusion in the future.
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