By-Laws

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Bylaws are rules adopted and maintained by an association to define and direct its internal structure and management. They are subordinate only to the articles of incorporation (if you are incorporated). They are best used to detail how the association is formed and how it is run.

Bylaws may be viewed as constituting the terms of an agreement between an organization and its members. This 'agreement' is generally legally enforceable.

Bylaws should be specific enough to help the running of the organization, but general enough that the organization can function easily without violating/contradicting the bylaws in actual practice. Bylaws establish continuing, generally-applicable policies or procedures basic to the structure or management. In matters in which changes can be anticipated over the live of the organization, such as dues structure, number of directors, titles and functions of staff employees, etc., the bylaws should give only general guidance or set minimal requirements. Specific decision on these matters may more conveniently be left to resolution by the membership or board of directors or should be based on another governing document, such as a monual of policies and procedures.

Amendments to bylaws are purposefully difficult and should be made rarely.

(adapted from "Association Law Handbook, 4th Ed., p.17-20")