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Guide to Create Bylaws and Resolutions

Category: Compliance

Guide to Create Bylaws and Resolutions

Creating bylaws and resolutions involves a structured process to ensure clarity, legality, and effectiveness. Here’s a general guide on how to create them:


  1. Define the Purpose: Understand the purpose and scope of your organization’s bylaws. What are they meant to regulate? What governance structure do they establish?

  2. Research and Consultation: Research similar organizations’ bylaws for guidance. Consulting legal experts or experienced professionals can also be beneficial.

  3. Outline Key Sections: Bylaws typically include sections such as:

    • Name and Purpose of the Organization
    • Membership
    • Board of Directors/Trustees
    • Officers’ Roles and Responsibilities
    • Meetings (regular, special, annual)
    • Voting Procedures
    • Amendment Process
    • Dissolution Procedure
  4. Drafting: Write clear and concise language for each section. Ensure consistency and avoid ambiguity.

  5. Review and Approval: Circulate the draft among stakeholders for feedback. Revise as necessary based on feedback and legal advice. Ultimately, the bylaws need to be approved by the appropriate governing body, such as the board of directors or membership.

  6. Adoption: Once approved, formally adopt the bylaws through a resolution or according to the procedures outlined in your organization’s governing documents.


  1. Identify the Need: Determine why a resolution is necessary. It could be to make a decision, establish a policy, authorize an action, or express an opinion.
  2. Drafting: Clearly state the purpose of the resolution in the title. Use clear, precise language. Include a “whereas” clause to provide context or reasons for the resolution, followed by the “resolved” clause, which states the action or decision being made.
  3. Format: Ensure the resolution follows a standard format with appropriate headings, numbering, and spacing.
  4. Review and Approval: Review the resolution internally, seeking input from relevant stakeholders. Revise as needed. Once finalized, obtain the necessary approvals according to your organization’s procedures. This may involve approval by a board of directors, committee, or membership.
  5. Implementation: Once approved, implement the resolution’s directives or actions. Communicate the resolution to all relevant parties to ensure compliance.
  6. Documentation: Record the resolution in the organization’s official records for future reference and compliance monitoring.

Remember, both bylaws and resolutions should be periodically reviewed and updated to reflect changes in the organization’s structure, operations, or legal requirements. Regular review ensures they remain relevant and effective.

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