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Drafting Bylaws: Don't Miss These Recommendations

Posted by Eve Gleason on Aug 13, 2018 7:00:00 AM

Where do we start? It's one of the most common questions Care Net receives from people with a passion for bringing life-affirming compassion, hope, and help into their community through a pregnancy center. 

Starting a pregnancy center requires more than passion. It requires all the same basic steps necessary to establish any nonprofit organization, covered in prayer and wise counsel. Articles of Incorporation should be drafted and filed with the appropriate state agency. Bylaws must be created to govern the operations of the board of directors. And, 501(c)(3) status must be obtained from the IRS.

When it comes to drafting the bylaws, attention to the items on the following checklist can protect your center against common omissions and errors.

Ask yourself: Do the Bylaws include provisions that...

  1. contradict any provisions of the articles of incorporation? (In the event of a contradiction, the articles will likely control.)
  2. provide for the corporate name?
  3. state the location of the corporate offices and grant to the board power to change such location from time to time? 
  4. describe the center's purposes? (Clearly documenting the center's purposes can have far-reaching legal impacts; the purpose statement in the bylaws should be consistent with similar statements in the Articles of Incorporation.) Be sure to consider:
    • Is this description accurate and complete in relation to the mission of the center?
    • Are these sections sufficiently broad to incorporate all programs that the center may reasonably be expected to adopt in the future to accomplish its intended purpose?
    • Are the purposes clearly religious and faith-based? (Care Net strongly recommends this.)
  5. consistent with section 501(c)(3) about limitations on private inurement, limitations on political activities, and limitations upon dissolution? (These limitations must be stated within either the articles of incorporation or the bylaws to procure 501(c)(3) status.) 
  6. state whether the organization will have members? (Most centers will either designate that the members and the board members are one and the same or that the organization has no members.)
  7. establish a minimum and maximum number of board members?
  8. define the necessary qualifications for members? 
  9. define the general powers and authority of the board?
  10. provide for a minimum and/or maximum number of members? (The minimum number of board members should be consistent with the state's Nonprofit Corporation Act or other applicable corporation law.)
  11. provide well-defined rules and procedures for filling positions: 
    • Electing board members
    • Electing officers
    • Removing board members (It is recommended that persistent absenteeism constitutes automatic resignation.)
    • Filling vacancies
  12. provide well-defined rules and procedures for conducting board business: 
    • Giving notice of meetings
    • Determining a quorum
    • Conducting an annual meeting
    • Conducting regular meetings
    • Conducting meetings by alternative means
    • Taking action or voting
    • Voting by proxy
    • Taking minutes and preserving records of meetings
  13. set forth the corporate officers and define their respective duties? Do these definitions conform to the actual model of governance followed by the board? (For example, do the bylaws properly distinguish the roles of the Board Chair and the Executive Director?)
  14. address the question of compensation? (All compensation should comply with federal and state legal requirements. Care Net recommends that at least the executive director of the center be paid; however, some executive leaders serve without compensation while an organization is in the start-up phase.)
  15. provide a procedure for the appointment of committees and designate certain standing committees? 
  16. provide for the indemnification of directors and officers?
  17. provide procedures for the signing of contracts, procuring of loans, execution of checks, and other pertinent financial matters?
  18. include a conflict of interest provision? 
  19. designate the start of the corporate fiscal year?
  20. provide for how amendments to the bylaws are to occur?

Care Net offers a template for pregnancy center bylaws to affiliated centers. We also recommend that every center work with a qualified local attorney when preparing its corporate documents, including bylaws. This is because, while most non-profit corporation articles of incorporation and bylaws contain similar provisions, state-specific rules or requirements may influence the provisions needed by a new center. 

Additional recommendations for pregnancy center corporate documents are available to affiliates by logging in to our Affiliate Portal.

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