We highly recommend 3 or more, and an odd number so voting ties are less of an issue. Please state a minimum and a maximum number of board members (such as minimum of 3 and no more than 7).

Length of Board Terms: What is the length of time a board director will serve?

Common answers: 1 year, 2 years, 3 years

What is the maximum number of consecutive terms a board member is allowed to serve?

Staggered Terms: Should terms be staggered (ie half the board is elected each year)?

Which officer positions will you include?

Chair

Vice-Chair

President

Secretary

Treasurer

Other

Officer Term Length: What is the length of time an officer will serve?

1 year, 2 years, or other

What is the maximum number of consecutive terms an Officer is allowed to serve?

It is common for bylaws to list an amount of money that would need to be board voting approved in order to be spent. What $ Amount should be board approved?

It is common to set this $amount at a few hundred dollars, but sometimes organizations envision purchasing that are much larger due to the equipment or supplies required.

What risks or potential challenges could arise that these bylaws should address?

It's okay if you don't have an answer for this one. Once in awhile, someone comes to us with a specific request to include a certain clause.

Section 3: Meetings

Frequency of Board Meetings: What is the Minimum number of board meetings per year?

Quorum Requirements: What is the percentage or number of board members needed for quorum?

Can board members join meetings remotely?

Via video or phone?

Yes

We're not sure, please make a recommendation

Action without a Meeting: Permit board actions by unanimous written consent without meeting?

Yes

We're not sure, please make a recommendation

Section 4: Membership

Most nonprofits are charities that serve the public good. Some nonprofits serve their members who pay dues, such as neighborhood associations, chamber of commerce, social clubs, and labor organizations. Will this nonprofit serve members only?

Membership organizations have additional restrictions and complexity to the way they are run, and may not be tax exempt. We ask this question so we know whether to design the bylaws with voting members who will pay dues.

Nonprofit will be a public charity

Nonprofit will serve members paying dues

We need some help to determine which type

Membership Structure: Will the organization have members with voting rights?

Yes

We're not sure

Membership Meetings: What is the minimum frequency of member meetings?

annual, biannual, etc

Membership Quorum: What is the percentage requirement for membership meetings?

Section 5: Committees

This is optional.

Which committees should be permanently established? (Check all that apply)

Some orgs do not choose to have committees regularly.

Executive

Finance

Governance/Nominating

Audit

Fundraising/Development

Other

Section 6: More Provisions

When will the org's fiscal year end?

commonly: December 31

Amendments to Bylaws: Who may amend?

Board of Directors only

Membership only

Both board and membership approval required

We're not sure

Will the organization adopt a formal Conflict of Interest policy within or separate from bylaws?

Within bylaws

Separate policy

Removal of Directors/Officers: What is the vote requirement for removal?

Such as, majority, two-thirds, etc

Provide indemnification (legal protection) for directors/officers?

Yes

We're not sure

Is there anything specific you want to include or exclude in the bylaws to reflect the organization's values, mission, or particular governance style?

Thank you for submitting this questionnaire!

We will begin working on your project after we’ve had a chance to review your responses.

What’s next?
We typically provide a draft of bylaws for you to review and customize before finalizing. Then, the board members will vote to adopt the bylaws and sign it.

If you have any additional questions, please get in touch.

Narwhal Law and Business Strategy

1011 SE Oak Street, STE 4, Portland, OR 97214
info@narwhalstrategy.com
(971) 415-1405

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