Published: February 23, 2024


An Overview

Bylaws are a set of rules or guidelines created by an organisation to govern its actions, operations, and decision-making processes. These provide a structured framework to manage internal affairs and guide the behaviour of its members, ensuring that activities are conducted in a consistent and orderly manner.

Bylaws can vary between organisations but commonly address key aspects such as the organisation’s purpose, membership requirements, governance structure, officer roles and responsibilities, meeting protocols, voting procedures, and processes for making amendments.

Formation and Purpose

The development of bylaws begins from the organisation’s establishment, serving as a foundational document that complements its charter/constitution or articles of incorporation - the document filed with a governmental entity to legally recognise the organisation.

While the charter broadly outlines the organisation’s purpose and basic structure, bylaws delve into the specifics, providing detailed operational procedures and rules. This distinction is crucial; while the charter or constitution gives the organisation life, the bylaws outline how it lives day-to-day.

Bylaws as a Contract

Bylaws are essentially a contract among the organisation’s members, and adherence to these rules is critical for maintaining order, legality, and fairness in all the organisation’s operations. They are considered a living document, meaning that they should be regularly reviewed and updated to reflect the evolving needs, circumstances, and objectives of the organisation.

Changes to bylaws require a formal process, typically involving a vote among the members or board of directors, depending on how the bylaws specify amendments should be made.

Governance Structure

One crucial aspect of bylaws is their role in governance. They outline the structure of the board of directors or governing body, including the size of the board, the length of terms for directors, and the process for electing and removing directors.

This structure plays a vital role in how decisions are made and how power is distributed within the organisation. Bylaws also specify the roles and powers of officers – such as the president, secretary, and treasurer – providing clear guidelines on leadership responsibilities and authority.

Meeting and Voting Procedures

Another key feature of bylaws is the outline of meeting procedures, including how meetings are called, how often they occur, the quorum required for decision-making, and how voting takes place. This ensures that organisational decisions are made efficiently, transparently, and democratically.

Bylaws also define different classes of membership, if applicable, and the rights, privileges, and obligations of each class. This is particularly important in organisations where membership plays a central role in governance and operations.

Financial Management

Financial management and reporting are also addressed in bylaws, dictating the fiscal year of the organisation, the process for budget approval, and the management of funds. This includes provisions for handling donations, dues, and other sources of income, as well as guidelines for financial audits and reporting.

These financial bylaws are essential for maintaining accountability and transparency, which are critical for the organisation’s credibility and integrity.

Committees and Delegation

Bylaws also typically include provisions for committees, allowing the board of directors to delegate specific responsibilities to smaller groups focused on particular areas, such as finance, nominations, or events. These committees operate under the bylaws’ guidance, providing specialised attention and effort that contributes to the organisation’s overall effectiveness and efficiency.

Amendment Process

The process for amending bylaws is a critical element within the document itself, ensuring that the organisation can adapt to change while maintaining stability and continuity. This process typically requires a certain level of consensus, such as a supermajority vote, reflecting the importance of careful consideration and broad agreement when making fundamental changes to how the organisation operates.


In summary, bylaws are a critical document for any organisation, providing a comprehensive framework for its operations, governance, and member interactions. They are tailored to the organisation’s unique needs and objectives, with the flexibility to evolve as the organisation grows and changes. Bylaws ensure that the organisation operates smoothly, maintains legal and financial integrity, and achieves its goals in an organised, fair, and efficient manner.

What are bylaws?

Bylaws are a set of rules and regulations adopted by not-for-profit (NFP) organisations in Australia to govern their internal affairs and operations. They serve as a manual or guideline that outlines the procedures for the NFP to follow and covers aspects such as meetings, elections of the board or committee members, roles and responsibilities of officers, membership requirements, and dispute resolution processes.

Bylaws are tailored to the specific needs and structure of the organisation and operate alongside the constitution or rules of the organisation, providing more detailed governance processes.

How do bylaws differ from a constitution in an NFP organisation?

The constitution of an NFP organisation, sometimes also referred to as the rules or articles of association, is a fundamental document that establishes the purpose of the organisation, its legal status, and the overarching governance structure. It includes basic principles and provisions for its operation.

Bylaws, on the other hand, are more detailed and operational in nature. They provide the day-to-day guidelines and procedures within the framework set by the constitution. While the constitution is usually harder to amend, requiring a larger consensus or special resolution, bylaws can often be changed more easily, allowing for flexibility in governance practices.

How can an organisation in Australia create or amend its bylaws?

The process for creating or amending bylaws varies depending on the specific governance documents of an NFP organisation. Generally, bylaws can be adopted or amended by a resolution passed by the board of directors or management committee, although some organisations may require approval from a larger body of stakeholders, such as members at a general meeting. The steps typically involve:

  1. Reviewing the Constitution or Current Bylaws: To ensure the new bylaws or amendments do not conflict with existing governance documents.
  2. Drafting Changes: Detailing the proposed bylaws or modifications to existing bylaws.
  3. Legal Review: It's advisable to have the draft reviewed by a legal professional experienced in not-for-profit law in Australia to ensure compliance with current regulations and laws.
  4. Approval Process: Following the organisation's specific procedures for adopting changes, which may involve board approval and/or member voting.
  5. Documentation and Communication: Once approved, the new or amended bylaws should be documented formally and communicated to all members of the organisation.
It's crucial for NFP organisations to regularly review and update their bylaws to reflect changes in legislation, the organisation's objectives, and governance best practices.



Board of Directors



Better Boards connects the leaders of Australasian non-profit organisations to the knowledge and networks necessary to grow and develop their leadership skills and build a strong governance framework for their organisation.

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