Nonprofit Bylaws Template, Free Download 2026

These Bylaws govern the affairs of [____________] (the "Corporation"), a nonprofit corporation organized under the laws of the State of [____________] and recognized as exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "IRC"). The Corporation was incorporated on [____________] by the filing of Articles of Incorporation with the Secretary of State under file number [____________]. The Corporation's principal office shall be located at [____________], or at such other place as the Board of Directors may designate.

The name of the Corporation may be changed only by amendment of the Articles of Incorporation in accordance with the laws of the State of [____________] and MBCA Subchapter 10A (as applicable to nonprofit corporations). The Corporation shall maintain a registered agent and registered office within the state of incorporation at all times, as required by applicable law.

The Corporation is organized and shall be operated exclusively for [charitable, educational, religious, scientific, or other exempt purposes] within the meaning of IRC Section 501(c)(3). The specific purposes for which the Corporation is organized are: [____________]. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

The Corporation shall not carry on any activities not permitted by: (a) a corporation exempt from federal income tax under IRC Section 501(c)(3); or (b) a corporation, contributions to which are deductible under IRC Section 170(c)(2). No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office.

[The Corporation shall have no members within the meaning of the [State Nonprofit Corporation Act / MBCA]. Any action that would otherwise require approval by a majority of all members shall require only approval of the Board of Directors.] [OR: The Corporation shall have [____________] class(es) of members. The qualifications, rights, privileges, and obligations of each class of membership shall be as set forth in this Article and in any membership application or agreement adopted by the Board.]

[If the Corporation has members:] Membership shall be open to any individual, corporation, or other entity that: (a) supports the purposes of the Corporation; (b) meets such qualifications as the Board may establish from time to time; (c) submits a completed membership application; and (d) pays the annual membership dues, if any, established by the Board. Membership may be terminated by the Board for cause upon [thirty (30)] days' written notice and an opportunity to be heard, or by voluntary resignation upon written notice to the Secretary.

Each member in good standing shall be entitled to [one (1)] vote on each matter submitted to a vote of the members. Members may vote in person or by proxy at any meeting of members. A quorum for any meeting of members shall consist of [____________]% of the members entitled to vote, represented in person or by proxy. The annual meeting of members shall be held on [____________] of each year, or at such other time as the Board may designate, upon [____________] days' written notice to all members.

The affairs of the Corporation shall be managed by a Board of Directors (the "Board"). The Board shall consist of no fewer than [____________] and no more than [____________] directors. Directors shall be elected by [the members / the Board] at the annual meeting for terms of [____________] years, with terms staggered so that approximately [one-third] of the directors are elected each year. Directors may serve a maximum of [____________] consecutive terms. Directors shall serve without compensation but may be reimbursed for reasonable expenses incurred in the performance of their duties.

A director may be removed from office, with or without cause, by the affirmative vote of [two-thirds] of the directors then in office (excluding the director whose removal is being considered) at a meeting called for that purpose, of which [____________] days' prior written notice has been given. Vacancies on the Board, including vacancies created by removal, death, resignation, or increase in the number of directors, may be filled by a majority vote of the remaining directors, and any director so elected shall serve for the remainder of the unexpired term.

Directors shall discharge their duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the Corporation, consistent with the duty of care set forth in MBCA Section 8.30. Directors shall disclose any conflicts of interest in accordance with the Corporation's Conflict of Interest Policy and shall recuse themselves from deliberation and voting on any matter in which they have a direct or indirect financial interest.

The officers of the Corporation shall be a President, a Secretary, and a Treasurer, and such other officers (including but not limited to one or more Vice Presidents, an Executive Director, and an Assistant Secretary or Assistant Treasurer) as the Board may designate from time to time. Officers shall be elected by the Board at the first meeting of the Board following each annual meeting and shall serve at the pleasure of the Board. Any two or more offices may be held by the same person, except that the offices of President and Secretary shall not be held simultaneously by the same individual.

The President shall be the chief executive officer of the Corporation, shall preside at all meetings of the Board and members, and shall have general supervision and control of the affairs of the Corporation, subject to the direction of the Board. The Secretary shall keep the minutes of all meetings of the Board and members, maintain the corporate records, give all notices required by law or these Bylaws, and perform such other duties as the Board may assign. The Treasurer shall have custody of all funds and financial records of the Corporation, shall keep complete and accurate accounts of receipts and disbursements, and shall present financial reports to the Board at each regular meeting.

Any officer may be removed by the Board at any time, with or without cause, by the affirmative vote of a majority of the directors then in office. An officer who is removed shall have no claim against the Corporation for compensation or damages arising from such removal, except as may be provided in any employment agreement previously authorized by the Board. Vacancies in any office may be filled by the Board at any regular or special meeting.

Regular meetings of the Board shall be held [monthly/quarterly] at such time and place as the Board may designate. The annual meeting of the Board shall be held immediately following the annual meeting of members, or at such other time as the Board may determine. Special meetings of the Board may be called by the President, or by any [two (2)] directors, upon [____________] days' written notice to each director, specifying the time, place, and purpose of the meeting. Notice may be given personally, by mail, by facsimile, or by electronic mail.

A quorum for any meeting of the Board shall consist of a majority of the directors then in office. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater vote is required by these Bylaws, the Articles of Incorporation, or applicable law. Directors may participate in meetings by conference telephone or other means of communication by which all persons participating can hear one another, and such participation shall constitute presence in person at the meeting.

Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if all directors consent in writing to the action. The written consent shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as a unanimous vote at a duly convened meeting. A director who is present at a meeting and does not vote shall be deemed to have assented to the action taken unless the director's dissent or abstention is entered in the minutes or filed in writing with the Secretary before adjournment.

The Board may establish one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board. Standing committees shall include an Executive Committee, a Finance Committee, and a [Governance/Nominating] Committee. The Board may delegate to any committee such authority as it deems appropriate, except that no committee shall have the authority to: (a) amend the Articles or Bylaws; (b) elect, appoint, or remove any director or officer; (c) adopt a plan of merger or dissolution; (d) authorize the sale or encumbrance of substantially all of the Corporation's assets; or (e) amend, alter, or repeal any resolution of the Board.

Each committee shall keep regular minutes of its meetings and report its actions and recommendations to the Board at each regular Board meeting. Committee members shall serve at the pleasure of the Board, and the Board may fill vacancies on any committee. The Board may also establish advisory committees composed of non-directors to provide advice and recommendations, provided that such advisory committees shall have no authority to bind the Corporation or to take any action on behalf of the Board.

The fiscal year of the Corporation shall end on [December 31 / June 30 / ____________] of each year, unless changed by resolution of the Board. The Corporation shall maintain complete and accurate books and records of account in accordance with generally accepted accounting principles ("GAAP") as applied to nonprofit organizations. The books and records shall be open to inspection by any director at any reasonable time for a proper purpose consistent with such director's fiduciary duties.

The Board shall cause the Corporation's financial statements to be [audited / reviewed / compiled] annually by an independent certified public accountant. The Corporation shall file IRS Form 990 (or the applicable variant) and all required state charitable registration reports and tax returns within the time periods prescribed by law. The Treasurer shall present a financial report to the Board at each regular meeting and shall prepare an annual financial report for distribution to members and the public as required by applicable law.

These Bylaws may be amended, altered, or repealed by the affirmative vote of [two-thirds] of the directors then in office at any regular or special meeting of the Board, provided that [____________] days' written notice of the proposed amendment has been given to all directors. No amendment shall be adopted that would cause the Corporation to cease to qualify as an organization exempt under IRC Section 501(c)(3) or that would violate any applicable provision of state nonprofit corporation law.

[If the Corporation has members:] Any amendment to these Bylaws that materially and adversely affects the rights of the members shall require the approval of a majority of the members present and voting at a meeting at which a quorum is present, in addition to the Board approval required by Section 9.1. Notice of the proposed amendment and its text shall be included in the notice of the meeting at which such amendment is to be considered.

The Corporation shall indemnify, to the fullest extent permitted by applicable law, any person who was or is a party to, or is threatened to be made a party to, any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation. The Corporation shall advance expenses to any such person to the fullest extent permitted by law, upon receipt of an undertaking to repay such amounts if it is ultimately determined that indemnification is not warranted.

The Corporation shall maintain directors' and officers' liability insurance in such amounts and with such coverage as the Board may determine from time to time. The indemnification provided herein shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of the Board or members, or otherwise, both as to action in the person's official capacity and in any other capacity while serving as a director, officer, employee, or agent of the Corporation.

The Corporation may be dissolved by the affirmative vote of [two-thirds] of the directors then in office [and, if the Corporation has members, the affirmative vote of a majority of the members entitled to vote]. Upon dissolution of the Corporation, after paying or making provision for the payment of all debts and liabilities, all remaining assets shall be distributed to one or more organizations that are organized and operated exclusively for charitable, educational, religious, or scientific purposes and that qualify as exempt organizations under IRC Section 501(c)(3), or to the federal government or to a state or local government for a public purpose.

No part of the assets of the Corporation shall be distributed to any director, officer, member, or private individual upon dissolution. The distribution of assets upon dissolution shall be conducted under the supervision of the [appropriate state Attorney General / court of competent jurisdiction] as required by applicable law. The Board shall file articles of dissolution with the Secretary of State and shall give notice of dissolution to all creditors, claimants, and other parties as required by the [State Nonprofit Corporation Act / MBCA].

These Bylaws and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of [____________], including the [State Nonprofit Corporation Act / applicable provisions of the MBCA], without regard to principles of conflict of laws. The Corporation shall comply with all applicable federal, state, and local laws governing nonprofit corporations, including the requirements for maintaining tax-exempt status under IRC Section 501(c)(3).

If any provision of these Bylaws is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected thereby. These Bylaws shall be interpreted and applied in a manner consistent with the Corporation's Articles of Incorporation, its tax-exempt status, and the charitable purposes for which the Corporation is organized.