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Nonprofit Bylaws Template – Free Download 2026

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When Do You Need a Nonprofit Bylaws?

You are forming a new nonprofit organization and need bylaws to submit as part of your IRS Form 1023 or Form 1023-EZ application for 501(c)(3) tax-exempt status.

Your existing nonprofit's bylaws are outdated and need to be revised to comply with current IRS requirements, including mandatory conflict of interest policy provisions and updated governance standards.

Your organization is applying for grants from foundations or government agencies that require a copy of your current bylaws as part of the application, and your existing bylaws are incomplete or poorly drafted.

The nonprofit's board of directors wants to clarify governance procedures such as meeting frequency, voting requirements, officer terms, and the process for adding or removing board members.

You are converting an informal community group, church, or charitable initiative into a formal 501(c)(3) organization and need the foundational governance document required by your state's nonprofit corporation act.

What Should a Nonprofit Bylaws Include?

Organization Name and Purpose

State the nonprofit's legal name, state of incorporation, and charitable purpose. The purpose clause must be specific enough to satisfy the IRS but broad enough to allow the organization to pursue its mission. For 501(c)(3) status, the purpose must be exclusively charitable, educational, religious, scientific, or literary.

Board of Directors Governance

Define the board's composition, including the minimum and maximum number of directors, qualifications, term lengths, term limits, the process for electing and removing directors, and how vacancies are filled. Most IRS guidelines recommend a minimum of three unrelated board members.

Officers and Their Duties

List the required officers (typically president, secretary, and treasurer), their duties, term lengths, election process, and removal procedures. Define which officers have authority to sign contracts, checks, and other documents on the organization's behalf.

Meeting Requirements

Specify the frequency of board meetings (at least annually), notice requirements, quorum definition, voting procedures, and whether meetings can be held electronically. Include provisions for special meetings and action by written consent without a meeting.

Conflict of Interest Policy

The IRS strongly recommends (and effectively requires) a conflict of interest policy for 501(c)(3) organizations. The policy must define what constitutes a conflict, require annual disclosure by board members, establish a review process for potential conflicts, and document how conflicts are resolved.

Dissolution Clause

Include a dissolution clause stating that upon dissolution, all remaining assets will be distributed to one or more organizations that qualify as tax-exempt under IRC Section 501(c)(3). This clause is mandatory for IRS tax-exempt approval and must be included in either the articles of incorporation or the bylaws.

Amendment Procedures

Define the process for amending the bylaws, including who can propose amendments, the notice required, and the vote needed for adoption. Most nonprofits require a two-thirds supermajority vote of the board for bylaw amendments.

Signature Requirements

E-Signature Valid

Nonprofit bylaws are adopted by the initial board of directors and signed by the corporate secretary to certify adoption. Electronic signatures are valid under the ESIGN Act and UETA for corporate governance documents.

How to Fill Out a Nonprofit Bylaws

1

Enter Organization Information

Fill in the nonprofit's legal name exactly as it appears in the articles of incorporation, the state of incorporation, and the principal office address.

2

Define the Purpose

Write a purpose statement that satisfies IRS requirements for 501(c)(3) status. Use language from the IRS guidelines: "organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code."

3

Set Board Structure

Determine the number of directors (typically 3-15), their term lengths (usually 2-3 years), whether terms are staggered, and the process for nomination and election. Establish term limits to encourage board rotation.

4

Define Officer Roles

Specify the officers your organization needs, their responsibilities, term lengths, and how they are selected. At minimum, include a president (or chair), secretary, and treasurer.

5

Add Required Policies

Include the conflict of interest policy, dissolution clause, and any other policies required by your state or the IRS. Form 1023 specifically asks whether the organization has adopted a conflict of interest policy.

6

Review and Adopt

Have the founding board review the completed bylaws, make any necessary modifications, and adopt them by board resolution. Record the adoption in the initial organizational meeting minutes and file a copy with the corporate records.

Nonprofit Bylaws Requirements by State

Nonprofit Bylaws laws and requirements differ across states. Key variations include specific language requirements, notarization mandates, witness requirements, filing deadlines, and enforceability standards. Our templates incorporate state-specific provisions when you select your jurisdiction.

For the most comprehensive state-specific version, use our AI generator which automatically applies your state's legal requirements.

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Free Template vs Custom Nonprofit Bylaws

FeatureFree TemplateCustom (AI or Attorney)
Basic bylaws structure
IRS 501(c)(3) compliant language-
Conflict of interest policy-
State-specific nonprofit law complianceVaries by state-
Attorney review and customization-
Digital download (PDF/Word)
Form 1023 preparation guidance-

Nonprofit Bylaws Template FAQ

What should be included in nonprofit bylaws?
Nonprofit bylaws should include the organization's name and purpose, board of directors governance (composition, terms, election process), officer roles and duties, meeting requirements (frequency, notice, quorum), conflict of interest policy, dissolution clause directing assets to other 501(c)(3) organizations, amendment procedures, fiscal year definition, and indemnification provisions for directors and officers. The IRS reviews bylaws as part of the Form 1023 application for tax-exempt status and expects to see specific provisions addressing governance, conflicts of interest, and dissolution.
Are bylaws required for a 501(c)(3)?
While bylaws are technically not a legal requirement in all states for forming a nonprofit corporation, they are effectively required if you plan to seek 501(c)(3) tax-exempt status from the IRS. Form 1023 requires you to submit a copy of your bylaws or state that you have not adopted any. Organizations without bylaws face additional scrutiny and may be denied tax-exempt status. Additionally, most states require nonprofit corporations to adopt bylaws under their nonprofit corporation act, and banks, grantmakers, and donors routinely request copies before providing funding or opening accounts.
What is the difference between articles of incorporation and bylaws?
Articles of incorporation (also called a charter or certificate of incorporation) is the document filed with the state to legally create the nonprofit corporation. It contains basic information: the organization's name, purpose, registered agent, and incorporators. Bylaws are the internal governance document adopted by the board that establishes the detailed rules for how the organization operates, including board structure, meeting procedures, officer roles, and decision-making processes. Articles are public documents filed with the state; bylaws are private internal documents. Both must be consistent with each other, and certain provisions (like the dissolution clause) may appear in both.
How often should nonprofit bylaws be reviewed?
Nonprofit bylaws should be reviewed at least every two to three years, and more frequently if the organization is experiencing growth, governance challenges, or changes in state or federal law. Many governance best practices recommend an annual review by the board's governance committee. Triggers for immediate review include changes in state nonprofit corporation law, new IRS guidance, board size changes, merger or affiliation discussions, or governance disputes. When reviewing, ensure the bylaws reflect current practices and comply with all applicable laws.
Can nonprofit bylaws be amended?
Yes, nonprofit bylaws can be amended by following the amendment procedure specified in the bylaws themselves. Most bylaws require a supermajority vote (typically two-thirds) of the board of directors at a properly noticed meeting. Some bylaws also allow members to propose and vote on amendments if the organization has a formal membership structure. The proposed amendment language should be distributed to all board members in advance of the meeting. After adoption, the amended bylaws should be filed in the corporate records and copies provided to all board members.
What is a conflict of interest policy for nonprofits?
A conflict of interest policy requires board members, officers, and key employees to disclose any personal or financial interests that could influence their decision-making on behalf of the nonprofit. The policy defines what constitutes a conflict (such as a board member's company bidding on a contract with the nonprofit), requires annual disclosure statements, establishes a review process for evaluating potential conflicts, and provides procedures for managing conflicts when they arise (typically recusal from discussion and voting). The IRS strongly recommends this policy and asks about it specifically on Form 1023.
Do nonprofit bylaws need to be filed with the state?
In most states, nonprofit bylaws do not need to be filed with the state. Bylaws are internal governance documents maintained in the organization's corporate records. The document filed with the state is the articles of incorporation (or certificate of formation). However, some states may request bylaws as part of the annual report or registration process, and the IRS requires bylaws to be submitted with Form 1023 for 501(c)(3) applications. Even though filing is not required, bylaws should be kept in a safe, accessible location and copies provided to all board members.
What are the IRS requirements for nonprofit bylaws?
The IRS does not prescribe a specific format for nonprofit bylaws, but Form 1023 asks about several provisions the IRS expects to see. These include a clear charitable purpose statement consistent with Section 501(c)(3), a conflict of interest policy, a dissolution clause directing remaining assets to other 501(c)(3) organizations, provisions preventing private inurement (no unreasonable compensation or benefits to insiders), and governance structures that ensure the organization operates for public benefit rather than private interests. The IRS also looks for provisions establishing an independent board with a majority of disinterested members.

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Reviewed by licensed attorneys · Editorial policy · Last updated March 2026

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