Bylaws serve as the foundational legal framework for nonprofit organizations, dictating how they operate, govern, and make decisions. In Missouri, and most states, nonprofit organizations cannot simply “suspend” their bylaws as they wish. Here’s why maintaining and strictly following these regulations is not only vital but legally mandated:
1. Bylaws Are a Legal Document – Bylaws are more than just a set of rules. They are considered a binding legal contract between the organization and the Secretary of State. Any modification to them must go through a formal amendment process, typically requiring a majority vote by the members. Bylaws cannot be bypassed, suspended, or altered without following these legal processes. Just because a rule or an article in the bylaws is “inconvenient” does now allow the president, the board, or anyone else in the organization to bypass the Bylaws. Any motion to suspend the Bylaws is therefore out of order and cannot be allowed to even be considered.
2. Violating Bylaws Can Have Legal Consequences – Ignoring bylaws isn’t just a technical violation—it can have serious legal consequences. If a board member violates the bylaws, other directors or even shareholders can bring a lawsuit against the violator. Nonprofits that ignore their own governance structure may also face scrutiny or penalties from state regulators. These complaints are generally filed with both the Secretary of State and the state’s Attorney General. While this process may move slowly, complaints against a non profit for violating their own governing documents is taken seriously, investigated, and can result in severe consequences for both the board and the organization itself.
3. Board of Directors Act Collectively – A board of directors can only act as a group during officially convened meetings. This means that no individual board member has the authority to make unilateral decisions. A quorum—a minimum number of members required to conduct official business—must be present to validate decisions. Alternatively, unanimous written consent can serve in place of a physical meeting, but only when the same actions would be allowed at a duly convened session. There is no such thing as a “quorum of those present.” In addition, member rolls cannot be “purged” by a board to recalculate the legal quorum of the organization. Members can only be removed from the official roster if they resign (and this must be done according to the provisions set forth in the Bylaws for doing so), if their membership term expires (usually due to non-payment of dues) or through disciplinary proceedings (again, this must be done according to the provisions set forth in the Bylaws for doing so.)
4. Duty to the Organization – The duty to the organization is a core responsibility for board members. Directors must put the interests of the organization first and avoid any personal gain from their position. This includes avoiding conflicts of interest, maintaining confidentiality, and ensuring that any dealings between themselves and the organization are fair and transparent.
5. Duty to Good Faith – Board members must act in good faith, making decisions that are in the best interests of the organization. They must approach their duties with the care an ordinarily prudent person would exercise in a similar role. This includes being familiar with the organization’s bylaws, articles of incorporation, and policies, and seeking legal advice when necessary.
6. Adherence to the Legalities – Directors are obligated to follow the organization’s articles of incorporation, bylaws, and applicable state laws. They are responsible for familiarizing themselves with these documents and should consult legal counsel when unsure. This ensures that the organization remains compliant and operates within legal boundaries.
7. No Board Member Can Suspend the Bylaws- No board member, not even the president, has the authority to suspend the bylaws. Additionally, meetings cannot be called to order unless a legal quorum is present. A “quorum of those present” is not sufficient, nor is it even a thing. For example, if the organization has 100 active members, at least 51 must be present for the meeting to legally proceed.
8. Verifying Quorum – Before a meeting even begins, the secretary must verify that a quorum of the general membership is present. Without this verification, no official business can be transacted. This ensures that decisions are made only when a representative portion of the membership is present. The President does not have the authority to call a meeting to order until it has been established that there is a quorum present. If a quorum is not present, the president must announce that business cannot be conducted and no further actions can be considered, taken, or finalized. The game is officially over before it has even begun.
9. The Dangers of Circumventing Bylaws – Organizations that attempt to bypass or suspend their own bylaws should be viewed with grave suspicion. Skirting bylaws is not only illegal but also undermines the transparency and integrity of the organization. Such practices can damage the nonprofit’s credibility and invite legal trouble. It can also severely damage the organization’s reputation within the community and result in the organization being viewed as less than trustworthy. The members quickly begin to distrust their leadership because accountability is lost to chaos. As a general rule, if the board is going to violate the small stuff, they are going to eventually violate the big stuff.
10. Time to Move On – If a nonprofit organization consistently ignores its bylaws, it is a sign that it is no longer operating with integrity. It’s wise to consider leaving such an organization and seeking one that adheres to the rule of law and prioritizes transparency, accountability, and good governance. Tolerating shoddy leadership is just inviting fraud and misappropriation of assets. This will eventually draw the attention of someone, who will then bring it to the attention of the Secretary of State and the Attorney General. As a general member, it is not only your right to expect accountability, it becomes your duty to point out violations of the organization’s governing documents when they occur.
In conclusion, bylaws are the backbone of any nonprofit’s governance structure. They ensure the organization runs smoothly, lawfully, and in alignment with its mission. Ignoring or circumventing these rules is not only illegal but can damage the trust and credibility of the organization in the eyes of its members and the public. In addition, if an organization cannot or will not operate within the legal boundaries it has established, chances are that the members of the board will likewise not see themselves as being bound by those boundaries. This will reflect upon the general membership giving the perception that the members are condoning both the illegal and unethical behavior. If a governing board refuses to comply with its own governing documents, it is time to replace the board and perhaps limit their ability to ever serve on the governing board again.