Good Governance: By the Bylaws

Bylaws are one of several types of governing documents used by nonprofits, corporations, associations, societies, and governments. They are an essential set of rules that any organization must have in order to ensure consistency and fairness in the way the organization functions. Bylaws are one layer of “rules” for how the organization will regulate its own existence. Other important governing documents include the establishment documents (articles of incorporation, ordinance, or resolution), policy manuals, and procedural handbooks.

In Colorado, public library boards are required to adopt bylaws that regulate the way the board functions in order to provide good governance for the public library. Whether they function in an advisory or a governing capacity, the public library board still plays an important part in the governance of the library. The bylaws are the rules for how the board will function in meetings, when voting on library business, and as community leaders appointed as library trustees. Library Districts are required to submit their bylaws to the Colorado State Library for inclusion in an online repository.

Whether revising your organization’s bylaws, or adopting bylaws for the first time, here are some things to take into consideration.

  • Check with your parliamentary authority (e.g. Robert’s Rules of Order) for details on what articles and statements should be included in bylaws. Adjust these as needed to what is appropriate for your library board, keeping in mind that parliamentary authority is also utilized by large assemblies and member organizations.
  • Verify that the requirements of Colorado Library Law are addressed, including but not be limited to: provisions for the removal of a trustee, designation of officers, rules and regulations for the conducting of meetings, rules for public participation, procedures for amending the bylaws, and length and limits of board member terms. (See full text of C.R.S. 24-90-109 (1) (a))
  • Be careful not to supersede other Colorado state laws or local ordinances, including the open meeting requirements of the Colorado Sunshine Law.
  • Avoid including procedural details in the bylaws, or any detail that might need to change frequently. Procedural information can be included in a board handbook or other procedural document that can be updated more frequently.
  • Avoid duplication of information. Consider if some details are more appropriate for a separate governance document (e.g. fiscal policy), or if it is already included in board approved planning documents (e.g. strategic plan).
  • When possible, have your library’s legal counsel review significant changes to the bylaws before approving and adopting.

For additional information on bylaws, take a look at these resources:

Crystal Schimpf