A small history museum, we have re-written our bylaws to meet state and
federal code as well as museum standards. The old ones were a chopped-up
version of what was original in 1948, and "adjusted" over time to meet the
personal needs of several past boards and staff.

Having poor records and such piecemeal bylaws, combined with a schism on the
board, landed us in court in a dispute over which of two boards was the
sitting, LEGAL board. (Remember the Catholic schism, popes of Avignon, etc.?)
We had two "boards" - one elected by directors, one appointed by the curator.
The court didn't like either one, and the court replaced them with a third
board and charged it to re-write the bylaws to conform with the law.

In revising our bylaws, we had a LOT of questions, couldn't afford an attorney
to be at our beck and call, but fortunately we could sift through the code
relevant to public benefit corporations such as museums.

California Corporations Code has a lot of answers... IF you can sift through
the legalese. When you access the California Scty. of State's web site, you'll
find the corporations code in sections.
{http://www.ss.ca.gov/business/business.htm} Frustrated with the many pieces
to sift through, and not knowing the legal "keywords," I copied the 5000
sections and put them in one document so that I could do a "search" on a
laptop at our bylaws meetings. A real life-saver... kept us on track and not
writing text we "thought was pretty close" to the law...

If you'd like a copy, I'd be happy to e-mail it as a text file:
[log in to unmask]

DISCLAIMER (yes, we learn from the legal eagles...) Know when you need a
lawyer's help! We started with Mancuso's "The Nonprofit Corporation Handbook"
from Nolo Press. When close to the end, we got a GREAT referral to a non-proft
atty. from the Management Center in San Francisco {http://www.tmcenter.org/}.

With a little research in the code, you'll pare down to the real questions,
which saves a LOT when you're paying $150/hour for legal review.  Happy
hunting!!