Bylaws

Bylaws

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Bylaws

A set of bylaws for a member-governed association, laid out as numbered articles and sections with a table of contents at the top. It covers the association's name and purpose, membership classes, dues, the board of directors, officers, meetings and voting, committees, finances and how the bylaws are amended. The sample is written for a nonprofit bookkeepers' association. Edit the membership classes, board size and terms to match your own governing documents, and have the final text reviewed by an adviser before you adopt or publish it.

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Bylaws

As amended by the membership at the annual meeting of April 2027

These bylaws set out how Lakeshore Association of Bookkeepers is governed: who may be a member, how the board is elected, how decisions are made and how the bylaws themselves can be changed.

Article I. Name and purpose

Section 1.1 Name

The name of the organization is Lakeshore Association of Bookkeepers (the "Association"), an Illinois not-for-profit corporation.

Section 1.2 Purpose

The Association exists to advance the profession of bookkeeping by providing continuing education, promoting high ethical standards, encouraging fellowship among practitioners, and informing the public about the value of qualified bookkeepers.

Section 1.3 Office

The principal office of the Association is in Chicago, Illinois, or at such other place as the Board of Directors may decide.

Article II. Membership

Section 2.1 Classes of membership

ClassWho is eligibleVoting
ProfessionalIndividuals who work as bookkeepers, payroll specialists or in a closely related roleYes
FirmBookkeeping practices; each firm names up to five representativesOne vote per representative
StudentIndividuals enrolled at least half time in an accounting or bookkeeping programNo
HonoraryIndividuals recognized by the Board for distinguished service to the professionNo

Section 2.2 Admission

Any person who meets the eligibility rules of a membership class, agrees to abide by the Code of Ethics and pays the applicable dues shall be admitted to membership.

Section 2.3 Good standing

A member is in good standing when their dues are paid and they are not under suspension. Only members in good standing may vote, hold office or serve on committees.

Section 2.4 Discipline and termination

The Board may suspend or expel a member for a serious breach of the Code of Ethics, after giving the member written notice of the complaint and at least 30 days to respond in writing or in person. A member may resign at any time by written notice; dues already paid are not refunded.

Article III. Dues

Section 3.1 Setting dues

Annual dues for each class are set by the Board and announced to members at least 60 days before they take effect.

Section 3.2 Lapse

A member whose dues are more than 60 days overdue ceases to be in good standing. Membership is restored on payment of the dues owed.

Article IV. Board of directors

Section 4.1 Powers

The affairs of the Association are managed by a Board of Directors, which sets policy, adopts the annual budget and oversees the officers and staff.

Section 4.2 Number and terms

The Board consists of nine directors, each elected by the voting members for a term of three years. Terms are staggered so that three seats are elected each year. No director may serve more than two consecutive full terms.

Section 4.3 Nominations and elections

The Nominating Committee presents a slate of candidates at least 45 days before the annual meeting. Any voting member may also be nominated by a petition signed by 25 voting members and received at least 30 days before the meeting. Directors are elected by a plurality of votes cast.

Section 4.4 Vacancies

A vacancy on the Board may be filled by a majority vote of the remaining directors. A director so appointed serves until the next annual meeting, when the seat is filled by election for the rest of the term.

Section 4.5 Meetings and quorum

The Board meets at least four times a year, in person or by video conference. A majority of directors in office is a quorum, and the act of a majority of directors present at a meeting with a quorum is the act of the Board.

Section 4.6 Removal

A director may be removed with or without cause by a two-thirds vote of the other directors, or by a majority of the voting members present at a meeting of members called for that purpose.

Article V. Officers

Section 5.1 Officers

The officers are the President, Vice President, Secretary and Treasurer, elected by the Board from among the directors for one-year terms.

Section 5.2 Duties

  • President: chairs meetings of the Board and of members, and speaks for the Association.
  • Vice President: acts for the President when the President is absent and chairs the Membership Committee.
  • Secretary: keeps the minutes and records, and gives notice of meetings.
  • Treasurer: oversees the Association's finances, presents the budget and arranges the annual financial review.

Article VI. Meetings of members

Section 6.1 Annual meeting

An annual meeting of members is held each spring to elect directors, receive reports and conduct other business.

Section 6.2 Special meetings

A special meeting may be called by the President, by the Board, or by written request of at least ten percent of the voting members.

Section 6.3 Notice

Written notice of each meeting, stating the date, time, place and, for special meetings, the business to be conducted, is sent by email to every voting member at least 21 days before the meeting.

Section 6.4 Quorum and voting

Five percent of the voting members, present in person, online or by proxy, is a quorum. Each voting member has one vote. Members may vote by proxy given in writing to another voting member, or by electronic ballot when the Board so provides.

Article VII. Committees and chapters

Section 7.1 Standing committees

The standing committees are Education, Membership, Chapters, Summit and Nominating. Each is chaired by a director and its members are appointed by the President.

Section 7.2 Chapters

The Board may charter local chapters to serve members in a region. Chapters operate under guidelines adopted by the Board and may not enter into contracts in the Association's name without Board approval.

Article VIII. Finances

Section 8.1 Fiscal year

The fiscal year of the Association runs from January 1 to December 31.

Section 8.2 Financial review

The accounts are reviewed each year by an independent accountant, and the results are reported to members at the annual meeting.

Section 8.3 No private benefit

No part of the Association's income or assets shall benefit any director, officer or member, except reasonable payment for services actually rendered.

Article IX. Conflicts of interest

Any director, officer or committee member with a personal or financial interest in a matter before the Association shall disclose it and shall not vote on that matter. The Board shall maintain a written conflict of interest policy.

Article X. Amendments

These bylaws may be amended by a two-thirds vote of the voting members casting ballots at an annual or special meeting, provided the proposed amendment was included in the notice of the meeting. Amendments may be proposed by the Board or by a petition of 50 voting members.


Adopted at the founding meeting and amended in 2015, 2021 and 2027. Questions about the bylaws can be sent to the Secretary at hello@example.com.

These bylaws are a starting point, not legal advice. Your state's nonprofit law and your articles of incorporation take priority, so have an attorney review them before your members adopt them.

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