Purpose

The bylaws of an organization define the rules by which the organization operates. Bylaws:

    • Contain essential provisions of an organization relating to its name, object, members, officers, and meetings.
    • Classify members' rights and privileges.
    • State the degree of control the membership has over the actions of the board and what functions the board can pursue independently or in the name of the organization.
    • Define additional fiscal details and outline the procedure for instituting amendments.

Sample Bylaws

EGA has established sample chapter and region bylaws to provide a template for consistent construction based on requirements of EGA and Robert's Rules of Order Newly Revised. Certain provisions are mandated and must be included in all bylaws.

What is the purpose of the mandated text?

Some of the mandated text is required by IRS regulations or state law. Other provisions are required because they have been approved by the EGA national board of directors.

Bylaws Review

How often must a chapter or region do a bylaws review?

At least every 10 years, each region, and all chapters within the region, must review bylaws according to the following schedule. When the review of a region's and chapters' bylaws are completed, their next required review is scheduled 10 years into the future.

Rocky Mountain Region - 2015
South Central Region - 2016
Sun Region - 2107
Tennessee Valley Region - 2017
Carolinas Region - 2018
Greater Pacific Region - 2018
Great Lakes Region - 2019
Heartland Region - 2020
Metropolitan Region - 2021
Mid-Atlantic Region - 2022
Mid-Eastern Region - 2023
New England Region - 2023
Pacific Southwest Region - 2024

Can a chapter or region do a bylaws review before the scheduled year?

Yes, if there is a need. For example, if a chapter or region wishes to make several significant changes throughout the document, or perhaps to incorporate a number of amendments which had been made since the current bylaws document was adopted.

If a bylaws review is done early, will this change the date of the next required review?

No. To make it fair to all, the 10-year schedule was set on a region by region basis so that any one year is not inundated with bylaws to review. Depending on the number of years remaining until the scheduled year, the EGA director of bylaws may be willing to extend it by 10 years. For example, if the scheduled year is 2017 and the chapter's bylaws review is completed in 2016, the director of bylaws may be willing to extend the deadline for to 2027. If the bylaws for a region is completed early, the extension, if any, would apply only to the region bylaws and not the chapters in the region.

What is involved in a "bylaws review?"

Each chapter and region is required to review its bylaws to assure the document is up to date and to submit a new document for approval. It is a fairly easy process.

The current document is updated to reflect amendments, if any, which had been approved. It is then compared to the "sample bylaws" to make sure that all mandated provisions are included. Non-mandated provisions are reviewed to determine whether the chapter or region needs to make changes.

It may be helpful to assign the review to one person, or a small committee. The chapter/regions bylaws review chair and the EGA director of bylaws are available to answer questions.

See the "annotated sample bylaws," bylaws checklist, and instructions available at Members Only-Document Downloads_Bylaws for further information. A "working copy" of the sample bylaws is available in Word format.

What is the approval process?

A chapter must have its bylaws, and amendments, approved by the chapter membership. In the case of a region, it is the region board of directors which has the authority to adopt or amend the region bylaws.

A 2/3 vote infavor is required after a 30 days' written notice in advance of the meeting at which the bylaws will be voted on. A quorum must be present at the meeting.

What is a quorum?

A quorum is the minimum number of voting members who must be present at a properly called meeting in order to conduct business in the name of the chapter or region, board of directors, etc.

What should be included in the advance written notice?

A complete copy of the bylaws and an explanation of, and rationale, for any changes.

Should the bylaws be reviewed by an EGA official before being presented to chapter membership or region board for approval?

Yes. The EGA chapter/regions bylaws review chair will review the document and advise you of any changes that might be needed to address conflicts between provisions and to assure the inclusion of all mandatory provisions.

The contact information for the chapter/region bylaws review chair is provided in the bylaws instructions as well as the EGA Who's Who Directory. The documents are available via Bylaws and General respectively at Members Only-Document Downloads.

What should we do after the bylaws are approved by the chapter membership/region board?

The president, or region director if region, signs and dates several copies of the document. The date should be the date the document is approved by the membership/region board. See bylaws checklist and instructions available at Members Only-Document Downloads_Bylaws for further information.

Bylaws Amendments

Is it possible to amend bylaws?

Yes.

What is the process?

It is similar to that for a "bylaws review." For additional information, see the amendment template and instructions available at Members Only-Document Downloads_Bylaws.

Members Can't Profit from Membership

Go to Frequently Asked Questions for information about the meaning and purpose of this mandated provision.

Officer Positions

Should a chapter want to make changes to its officer positions, what is the procedure?

See Chapter Officer Positions. The minimum number of officers and certain officer positions are mandated.

 

Can our bylaws provide that individuals may serve unlimited terms in the same office? 

 

Yes.

 

Can we have different terms of office for different positions?

 

Yes.

 

Other Non-mandated Provisions

What are some of the other non-mandated provions?

Non-mandated provisions include those addressing additional officer positions, meeting quorums, standing committees, timing and frequency of chapter and board meetings, makeup of the nominating committee, how to fill an officer vacancy, when officer elections take place. These are all matters that are specific to each region and chapter.

 Special Provisions

Occasionally a chapter or region has a need to address a matter which is not provided for in the sample bylaws. Contact the EGA director of bylaws for assistance. The contact information for the director of bylaws is included in the EGA Who's Who Directory.

Can our bylaws provide for voting without a meeting?

Yes. Contact the EGA director of bylaws for appropriate language.

Can we provide for voting by proxy or the use of absentee ballots?

Robert's Rules of Order strongly recommeds against proxy voting or the use of absentee ballots because they limit a member's right to hear and participate in debates. If your chapter or region feels it has a need for proxy voting or absentee balloting, contact the EGA director of bylaws for appropriate language.

 

 

 

 

 

 

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