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  • Carolyn L. Baker

Codify it!



Many of my friends in the nonprofit sector are asking how to make a commitment to diversity, equity, and inclusion (DEI). If your organization is ready to be held accountable, it’s time to codify DEI values and principles in your Bylaws. Here are the steps to take:

· Value Statement – add a DEI value statement in the Bylaws to codify the organization’s commitment to operating within those values;

· Board Composition – Create a specific, measurable, achievable, relevant, and

time-bound (SMART) goal for DEI within board membership. If not met, it means the organization is out of compliance with its Bylaws;

· Qualifications of Directors – Follow “Nothing about us without us.” A Board must be a representation of the community it serves. Maintain membership that reflects DEI across race, religion, color, age, sex, national origin, sexual orientation, gender identity, genetic disposition, neurodiversity, disability, veteran status, or any other protected category;

· Equal Opportunity - all new directors are to be ensured equal opportunities for making a meaningful contribution. Participation solely by conference telephone, electronic video screen communication, or electronic transmission improves the Board’s geographical diversity and removes access barriers. Reflect DEI values in the Board Handbooks;

· Corporate Office – The location of the corporate office is related to DEI. The Bylaws should include the aspiration of locating the organization's corporate office in an area that is consistent with its mission;

· Compensation – Include provisions in the ByLaws stating the organization pays all employees a fair and reasonable wage and its equity principles;

· Chairing Meetings – Permit other Directors to chair board meetings. In addition, from time to time, allow different Directors to prepare agendas;

· DEI Advisory Committee – Implement a DEI Advisory Committee, with a diverse composition, to review the existing ByLaws, section by section, focusing on how each impacts DEI;

· DEI Officer – Include a Diversity Officer as part of the Executive Committee. This position may be filled by a Director, an employee of the organization, or part of the Vice President’s responsibilities;

· DEI Audit — Require an annual DEI audit and report be provided to the Board to hold itself accountable to its values and the organization’s compliance with DEI guidelines. Make this DEI audit report public on the organization’s website; and

· Amendments — To protect the DEI provisions in the Bylaws, increase the required number or percentage of Directors necessary to approve an amendment to those provisions.


Follow these steps to create a world where diversity, equity, and inclusion drive innovation. DEI Matters. “Nothing about us without us.”


#DEI #Inclusion #Equity #nonprofit #Diversity #socialjustice #leadership

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