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The What and Wherefore of Nonprofit Bylaws

One thing I've learned from working in nonprofits is how easy it can be to put a low premium on institutional memory. At least, we tend to think about it less in the moment than five years later when trying to figure out why we (or they) took a particular action. The governance function is especially susceptible to this considering how often the players (i.e. board members) tend to turn over every three to - however many years. As much as I advocate for term limits, I admit that a downside to frequent turnover is that as people shuffle off a board (or committee), the ability to decode some of the “whats” and “wherefores” of how things are done usually goes with them.  Photo: MohamadFaizal/Adobe Stock The common board duty to periodically review and update bylaws tends to illustrate this difficulty. On more than one occasion I have looked at a nonprofit's bylaws only to find myself wondering: why on earth are they written like this? Clearly, something prompted a board to in

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