If it has been a couple of years, or you have a new board chair, now is a great time to blow the dust off of the bylaws.  Since these are your operating rules, it pays to make sure that your board is operating according to its own rules and make changes to support effective operation.  The great thing is, these can be changed with little effort but only your board can change them. 

In terms of what to look for, here is a fab five set of issues to clearly address to prevent future problems.  1)  Trustees/directors:  how many there can be, what the terms and term limits are, how they can be replaced and removed.  2)  Meeting/action/voting:  allowing action without meeting and/or allowing meeting and voting in mixed mode (face-to-face, Internet, phone, etc.).  3)  Members:  if you have them, it is clear what power they have, whether they directly elect officers or just trustees/directors.  4) Financial power of staff:  how large a check the E.D. /CEO can write without trustee/director approval.  5)  Amendment:  how the bylaws can be changed.

Again, these are your rules and should be your friends and you shouldn't wait until you have to do something sticky or tricky to find out that you really can't legally do what you need to do!  

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