The Living Bylaws™ Principles
Having bylaws and governing by them are two different things.
Most nonprofits have bylaws. But as organizations grow, leadership changes, and familiar routines take hold, the way people govern can drift away from the written rules.
Decisions may depend on what the board has always done, even when the bylaws say something different. Directors may disagree about who has authority. A provision that once made sense may no longer fit the organization.
These gaps matter because uncertainty about the rules can slow decisions, weaken accountability, and create avoidable governance risk.
OUR LIVING BYLAWS PRINCIPLES
Seven principles. One stronger governance foundation.
The Living Bylaws™ Principles establish Good Works Legal Solutions' standard for effective nonprofit bylaws.
Bylaws form the foundation of an organization's governance. They establish authority, define responsibilities, and provide the rules for how decisions are made.
Our seven principles reflect what we believe that foundation should accomplish. Bylaws should be legally sound, clear, understood, practical, and suited to the organization they govern. They should also provide the stability and flexibility needed to support the organization as it grows and changes.
Together, these principles guide how Good Works evaluates bylaws and helps organizations strengthen their governance.
THE FOUNDATION
Legally sound
1
Bylaws should be consistent with applicable legal requirements and the organization's certificate of incorporation. Legal questions that depend on an organization's circumstances may require review by qualified counsel.
Understood by leaders
2
Board members, officers, and executive leaders should understand the rules that apply to their roles, responsibilities, and decisions. A rule that no one understands cannot reliably guide the organization.
THE PRACTICE
Usable in practice
3
Bylaws should give leaders clear, workable direction for real situations, including meetings, decisions, voting, delegation, and accountability.
Connected to other governance tools
4
Not every rule belongs in the bylaws. Policies, committee charters, delegations, and procedures should work together with the governing documents rather than contradict them.
Bylaws should fit the nonprofit's purpose, size, structure, and circumstances. More complicated does not mean better. The right level of detail is the level the organization actually needs.
5
Suited to the organization
THE CONTINUITY
Reviewed as Circumstances Change
6
Boards should periodically assess whether their bylaws remain appropriate. Changes in law, leadership, organizational structure, or governance practices may call for a closer look. Review does not automatically mean revision.
Bylaws should provide a stable foundation while allowing the organization room to grow and adapt. They should establish clear authority and essential governing rules without unnecessarily restricting how the organization operates. As circumstances change, the organization should be able to adjust its practices, policies, and procedures without having to amend its bylaws every time.
7
Designed to Evolve
Strong governance takes more than well-written rules. It requires leaders who understand them, systems that support them, and practices that honor them.
PUT THE PRINCIPLES TO WORK
Do your bylaws measure up?
Your bylaws may have served your organization well when they were adopted. But do they still reflect your structure, how authority is exercised, and what leaders need to govern effectively?
Our focused Bylaws Alignment Review draws on the Living Bylaws Principles. We review your governing documents and use individual assessments to understand how board and executive leaders describe the rules and current practices. You receive a concise findings report and a meeting to discuss priorities and next steps.