Bylaws are your organization’s operating manual. They set out the rules that govern the internal management of an organization.
You must keep a copy at the nonprofit corporation’s principal place of business. A copy of the bylaws, signed by a corporate officer, must be submitted when applying for federal IRS 501(c) tax-exemption.
What should be included in nonprofit bylaws?
Bylaws are specific for each organization, so you will draft them to meet your own nonprofit’s needs. Since each state has slightly different corporate laws, a nonprofit attorney can help you tailor the bylaws to meet the organization’s mission, while following state nonprofit laws. But, generally, your bylaws may include provisions on the following:
- Management governing body: who manages the nonprofit organization – members, a board of directors, or a combination of the two?
- Mission statement
- Size of the board: how many people must serve on the nonprofit board? are there classes of directors?
- Roles and duties of directors: what are the titles, responsibilities, and qualifications of the directors?
- Terms for directors: how long do directors serve? can directors be re-elected? how directors be removed?
- Meetings: who calls meetings? how many meetings must boards hold? how do member meetings work?
- Decision-making: how are decisions made? is proxy voting allowed? what is quorum? what is unanimous written consent?
- Officers: how to select officers?
- Voting: how to nominate, elect, and/or remove directors?
- Provisions for membership (if the corporation has members): what are member qualifications? how to select members? what are dues? what voting rights do members have?
- Checks & balances: what types of structures are in place for checks and balances? are there certain contract making and/or baking requirements? who supervises staff?
- Committees: are there committees? what are the responsibilities of committees and qualifications for serving on a committee?
- Amendments: how does the nonprofit organization amend the bylaws in the future?
- Management: who has authority to act as the CEO? Is the chief executive a volunteer board chair or a hired staff person?
- Conflicts of Interest: Some bylaws include state requirements on how corporations should handle conflicts of interest.
Bylaws are NOT the Articles of Incorporation
Articles of incorporation legally “create” or “found” your nonprofit corporation. Some states call this document the “articles of formation” or “certificate of formation.” These articles are filed with the State and become a public document. They define what the corporation will do and who will be initially responsible for the management of the corporation. This is different from the bylaws.
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Need to update your nonprofit’s bylaws? Do you have an old mission statement that doesn’t align with your current work? Is your board following voting procedures? We’d love to help your organization update its bylaws.