The Sustainable Economies Law Center (SELC) has plenty of resources for worker self-directed nonprofits, including a bylaws template. These materials helped us wrap our heads around what we were trying to do. For example, their Guide to Drafting Bylaws has a great description of what your bylaws should include (in California).

Here’s our list of what to include:

While the SELC’s resources were the perfect starting point, we knew we would have to adapt their template to fit the unique needs of The Appeal. We opted to keep some things—like our conflict of interest, whistleblower, and retention policies—separate so we can amend these without having to amend our entire bylaws. 

We also thought it was important to add a few key sections not included in SELC’s template:

Don’t feel like you need to do all this on your own. In fact, we highly recommend you don’t even try. It’s easy to make mistakes that could have serious consequences down the road, so it’s worth finding a lawyer who aligns with your values and is willing to be creative. 

We were very lucky to have Karl Mill and the Mill Law Center in our corner. Karl always welcomed our questions, no matter how basic or outlandish they were. He was also invested in finding ways to make our ideas work, rather than fixating on what wouldn’t.

Like all things at The Appeal, drafting new bylaws started with our team. We conducted surveys and led group discussions about which decisions should sit with the board and which staff should have a say in. You can read more about how we did that here. During these discussions, our team members made it clear they wanted to retain as much control as possible.

Conversations about our bylaws inevitably led to conversations about the role our board would play in our organization. Our team decided it was important for the board to provide insight, guidance, and accountability without holding exclusive power to control the organization or make unilateral decisions, unless absolutely necessary.

In the end, here’s how we allocated power:

All this information is technically helpful, but if it’s buried in a 20-page document, how useful will it actually be? Typically, no one ever reads bylaws because doing so is usually akin to chewing on gravel. 

We can’t underscore enough how important it is to make important information easily accessible. One of the things we borrowed from SELC is their Board Decision Matrix. Having a visual representation of the decision-making power structures in our organization makes our bylaws actually useful. 

Here’s what our Board Decision Matrix looks like and a template to create your own:

As we mentioned above, The Appeal is structured as a membership organization with two classes of members: the Staff Collective and the Board of Directors. We did this to give our staff members the legal authority to make/participate in big decisions that impact their lives and their work. But we didn’t start out here.

When we completed the first draft of our bylaws, we left a lot of comments for our lawyer that just asked, “Is this legal?” We made it through several drafts before we realized that it was usually “maybe, maybe not, but probably no.” This was because staff at a typical nonprofit do not have the legal power to make decisions for the organization. 

However, you can grant your team added authority through your bylaws (and some incorporation documents your lawyer can help you with). So, that’s what we did. By establishing the staff as a member class of the organization, we were able to ensure that the decision-making power we worked so hard to structure actually remained with the staff. But this also meant we had to define each class and figure out how they work together to make decisions.

At The Appeal, when a decision requires a full organizational vote (a vote by the Staff Collective and Board classes), each holds a separate vote and a decision requires support from two-thirds of each quorum to pass. 

This method serves two purposes: