Client Alert: Updating Your Association’s Governance
Date: January 6, 2026
- Modernize governance as a continuous improvement project.
- Conduct diagnostics and gather all governing documents.
- Seek stakeholder input and benchmark against peers.
- Design a governance update process with a task force and a clear objective.
- Modernize bylaws to right size the board and enable digital governance.
- Focus on board composition with a competency-based approach.
- Reset committees to align with strategic needs.
- Ensure legal compliance with corporate and tax laws.
- Plan for hurdles like member pushback and quorum failures.
- Measure success through improved decision-making and member satisfaction.
If your association’s governance feels outdated, you’re not alone. Member expectations are rising, public and governmental scrutiny has intensified, and the competition for members, attention and diversified revenues is relentless. Associations that modernize their governing documents, clarify roles and streamline decision-making are better positioned to deliver member value and fulfill their mission.
The first step is reframing governance reform as a continuous improvement project, not a one-time bylaws amendment. Begin with diagnostics. Assemble every governing document—articles of incorporation, bylaws, committee charters, policies, code of conduct and code of ethics. Map the organization’s structure, including related entities, and note where current practices and the governing documents are not aligned. Seek stakeholder input on how the current governance documents are working for the association by using member engagement surveys, interviews with board and committee leaders and candid conversations with staff to surface pain points such as inactive committees, oversized or disengaged boards, confusion over roles and gaps between policy and practice. Benchmark against peer associations and recognized standards to identify what is obsolete and where improvements can add value.
Design a governance update process for your association. Create a task force with a clear mandate to recommend changes, supported by legal counsel to set guardrails and ensure compliance with corporate law and your tax-exempt obligations. Sequence the work logically: start with the articles of incorporation because they are your foundational document. If your articles have been amended piecemeal, consider a restatement so directors and members have a single, current document. Then move to the bylaws to align them with the articles, your state’s corporation code and with actual practice. Relocate operational details into a policy manual so the bylaws remain durable and concise. Finally, review, update or sunset policies and procedures.
Modern bylaws should do a few things exceptionally well:
- Clearly define and limit board size to a number that enables deliberation without diminishing engagement; larger is not better if directors are disengaged.
- Articulate member rights and remedies, fair and transparent nomination and election procedures, and achievable quorum and voting requirements.
- Enable digital governance—electronic meetings, remote participation and secure e-voting—while respecting applicable law.
- Delineate the difference between what belongs in bylaws versus policy, reserving the former for mandatory provisions and placing procedural detail in board-adopted policies that can be updated without a membership vote.
Board composition and leadership selection deserve special attention. A competency-based approach helps shift from representational seats that may limit the talent pool to a skills matrix that covers finance, strategy, risk tolerance, member engagement and the domain expertise important to your field. Longevity alone should not be the path to leadership. Introduce term limits for directors and committee leaders to ensure fresh perspectives and invest in leadership development so future directors and officers are identified and trained. If you maintain an executive committee, guard against “shadow governance” by setting clear limits on its authority and ensuring the full board remains the primary decision-maker.
Committees often require the biggest reset. Many associations struggle with committees that do not meet or have any identified goals or deliverables, chairs who do not rotate and charters that do not match the association’s current strategic needs. Start by identifying the work that truly needs to be done and choose the right vehicle for it. Use standing board committees composed solely of directors for areas where the board will delegate its authority. Use advisory committees, task forces or time-limited work groups for member engagement and subject-matter projects that do not require board authority. Define charters, deliverables and timelines, and celebrate and sunset groups whose work is complete. Be candid about time commitments and the work required between meetings. Rotating volunteers among committees, setting term limits for committee members and using short-term task forces are practical ways to cultivate new leaders and keep energy high.
Culture underpins structure. Codes of conduct and ethics policies signal expected behavior, support civil discourse and provide mechanisms for reporting and response. Whether your association is a professional society or a trade association, decide whether your ethics code is aspirational or enforceable, and ensure due process is clearly defined.
Implementation should be paced and measurable. In the first month, gather the governing documents, engage counsel and schedule a board work session to align on goals. In the medium term, complete the governance audit, draft and circulate redlines and consult members early to build buy-in and avoid surprises. Longer term, institutionalize habits that keep governance current: annual compliance checkpoints, board self-assessments and a standing cadence to review bylaws and key policies every two to three years. Sunset provisions within policies can prompt refresh without large overhauls. Ask how you would draft a policy for the association that you have today and its needs in the future.
Legal compliance is not optional. Corporate statutes govern matters like emergency bylaws and powers, member lists for meetings, record dates, notice periods, electronic participation and director indemnification and limitations of liability. Tax law overlays duties related to private inurement and private benefit, lobbying and political activity limits and documentation of conflicts of interest. Work with counsel to calibrate your articles and bylaws to your state’s nonstock corporation act or equivalent, and to embed protections and flexibilities that fit your association’s needs. When governance changes are adopted, onboard directors and staff to the revised instruments. Clarify the difference between governance and management and provide training on fiduciary duties and conflicts. Tools like dashboards and consent agendas can keep meetings strategic and forward-looking.
Expect and plan for hurdles. Member pushback often stems from perceived loss of representation or voice. Transparent communication, clear explanations of why change is needed and practical illustrations of how the new model preserves member influence while improving effectiveness can mitigate resistance. Beware “stealth opponents” who may slow reform from within; keep the process open, time-limited and anchored to board-approved objectives. Quorum failures can derail member votes; modernize your notice and voting methods, verify member rolls and use remote participation tools permitted by law to improve turnout.
Success is measurable. Associations that right-size their boards, refresh committees and align bylaws with practice report faster decisions, better meeting quality, more volunteers stepping into meaningful roles and improved member satisfaction. The goal is nimble governance that matches strategic ambition: the right people focused on the right work with the right authority and accountability. Start small, if necessary, but start. Gather your documents, name a task force, listen to your stakeholders and use the update to connect governance to mission and member value. With discipline and communication, your association’s governance can become the support that you need and not a hindrance.
The information contained here is not intended to provide legal advice or opinion and should not be acted upon without consulting an attorney. Counsel should not be selected based on advertising materials, and we recommend that you conduct further investigation when seeking legal representation.