How to Act When Your Bylaws are Silent

When a church or other non-profit organization wants to enact a new policy or process, one of the first questions that is frequently asked is, “What do our bylaws say?” While bylaws often provide the answer, bylaws sometimes are completely silent on the topic of the new policy or process.

Organizational bylaws allow churches and other non-profit organizations to carry out their mission on a daily basis. Bylaws provide structure and general direction for the manner in which an organization conducts its daily business. Because bylaws are written to provide a general framework or operational structure within which an organization will operate, however, bylaws do not anticipate all specific situations that may confront an organization.

So what does an organization do when a course of action is proposed that is not addressed in the organization’s bylaws? Two alternatives are commonly favored. First, the organization can implement a policy that is separate from the organizational bylaws. Second, the organization can amend its bylaws to include the new course of action.

Implementing a Policy

Bylaws identify the general powers and duties granted to those empowered to act on behalf of a church or organization and its members. Bylaws also identify the limits of those powers or duties. Among the powers and duties typically given to those with authority to act on behalf of a church or organization is the authority to implement policies, as needed, to advance the organization that are consistent with its goals and mission. Thus, when a situation arises that is not specifically addressed in the organization’s bylaws, those with the power and/or duty to act can write and implement a separate policy – that is not a part of the bylaws – without running afoul of the organization’s bylaws.

Amending the Bylaws

The alternative to implementing a policy, of course, is to amend the organization’s bylaws. Bylaws typically provide for the manner in which they can be amended. The simplicity or difficulty of amending your organization’s bylaws may necessarily dictate whether you implement a policy or amend the bylaws. Some bylaws contain complex requirements for making changes, while other bylaws make it remarkably easy for an organization to amend its bylaws. If your organization chooses to amend its bylaws, make sure that all required steps are followed. If these steps are not followed, the amended bylaws will likely be void, as if the bylaws were never amended.

Related Post: The Implications of Violating your Bylaws

This post was provided by Hallisey Law & Mediation.  You can contact Wade Hallisey at 469.238.0100 or