Think of bylaws as the house and standing rules as the furniture. The house defines the structure - where the walls are, how many rooms, what the foundation looks like. The furniture gets rearranged as needed. You don't knock down a wall because you're tired of the layout. Occasionally you might knock down a wall, but for a damn good reason.
That's the relationship between these two documents and keeping it straight will save your board from some genuinely painful mistakes.
Bylaws establish the basic structure of your organization and they are deliberately difficult to change. Amending them usually requires advance notice, a higher vote threshold and depending on your organization, member approval beyond just the board.
Some organizations also have a governing body above the board like a city agency, a parent organization or a state authority and that relationship matters when it comes to your bylaws. Some of the language in your bylaws may be required by that governing body and cannot be modified. Some provisions may be flexible but must stay within certain parameters. And some may simply be suggestions that your organization adopted and can change. Before you start editing your bylaws, understand what's locked, what's flexible, and what's yours to decide. That governing body's requirements come first.
Some organizations also have seasonality built in. Certain governing structures only allow bylaw amendments during specific windows, sometimes only every other year. Check your governing documents and state statutes before you assume you can make a change.
Standing rules govern how your board operates day to day and they're designed to be flexible. They can generally be adopted, amended or rescinded by a majority vote at a properly noticed meeting.
Want to change your meeting night from the first Tuesday to the third Wednesday? Standing rule. Want to add a consent agenda, adjust public comment time or restructure a committee? Standing rule. A properly noticed motion and majority vote is usually all you need.
Here's a quick reference.
Typically in your bylaws: Board size and seat structure. Officer roles and how they're elected. Term lengths and term limits. Quorum requirements. How the bylaws themselves can be amended.
Typically in your standing rules: Meeting schedule and location. Agenda format and submission process. Public comment procedures and time limits. Committee structure and membership. Speaker time limits during meetings.
When something feels like it's about the fundamental structure of your organization, it's probably bylaws. When it's about how you run the room, it's probably standing rules. Still not sure? Check your bylaws first.
One thing worth saying plainly: keep your bylaws lean. Put the big structural things in like - board composition, officer roles, term limits, quorum, how the bylaws get amended. Leave the operational details out. Once bylaws are locked, you're stuck with them until the next amendment window. The more detail you pack in, the more often you'll need to go through that process. Keep the details in standing rules where they belong and where they can actually be adjusted as things change.
Boards either treat standing rules like they're as fixed as bylaws, citing them as immovable when a majority vote could change them or they try to amend bylaws on the fly without following the proper process. Neither works. One creates unnecessary rigidity. The other creates decisions that don't hold up.
And then there's the board that has neither written down properly. If your organization has been running on informal norms and unwritten expectations, you are one disputed vote away from a governance crisis.
Form a bylaws committee. Don't try to rewrite bylaws in a regular board meeting. It will consume hours and test everyone's patience. Let a small committee work through proposed revisions and bring a clean recommendation to the full board for review and vote. Let the committee fight it out first.
Keep a bylaw parking lot. As you conduct regular business, you'll bump into bylaw provisions that feel outdated or unclear. Don't derail the meeting trying to fix them in the moment. Have your secretary or chair keep a running list of potential revisions to address when the appropriate amendment window arrives. Flag it, log it, fix it at the right time.
Keep your bylaws lean. The more detail you pack into bylaws, the harder your life gets every time something needs to change. Put the big structural things in. Leave the rest to standing rules.
If you have a resident standing rule expert on your board we have just the thing for them.
The Toolkit
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