Nonprofit Bylaws
Nonprofit Bylaws Generator
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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.
Sample Nonprofit Bylaws Generated by Legal Tank
Nonprofit Bylaws
Organization
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.
Purpose
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.
Membership
[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.
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Board of Directors
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.
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View all 12 sections
Officers
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.
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Meetings
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.
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Committees
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.
Fiscal Year
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.
Amendments
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.
Indemnification
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.
Dissolution
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].
Governing Law
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.
What Is a Nonprofit Bylaws?
Nonprofit bylaws are the internal governing rules that establish the organizational structure, decision-making procedures, and operational policies of a nonprofit corporation. These bylaws function as the operating manual for the organization, defining how the board of directors is selected and organized, how meetings are conducted, how officers are appointed, and how the nonprofit carries out its charitable purpose. While the articles of incorporation establish the nonprofit's legal existence with the state, the bylaws provide the detailed governance framework that guides day-to-day operations and ensures compliance with both state nonprofit corporation law and federal tax-exemption requirements.
The Internal Revenue Service requires nonprofits seeking 501(c)(3) tax-exempt status to submit their bylaws as part of the IRS Form 1023 or Form 1023-EZ application. The IRS examines the bylaws to verify that the organization is structured to operate exclusively for exempt purposes and that it includes specific provisions mandated by the Internal Revenue Code. These required provisions include a dissolution clause directing that upon dissolution, the organization's remaining assets must be distributed to another 501(c)(3) organization or to a government entity, not to private individuals. The IRS also expects to see a conflict of interest policy, which requires directors and officers to disclose any financial interests that could create a conflict with their fiduciary duties.
State nonprofit corporation statutes govern the formation and operation of nonprofits, and bylaws must comply with these state-specific requirements. Most states have adopted some version of the Model Nonprofit Corporation Act, which establishes default rules for board composition, officer roles, meeting requirements, voting procedures, and record-keeping. However, bylaws can customize many of these provisions to suit the organization's specific needs, such as establishing committee structures, defining membership classes, and setting quorum requirements. Organizations that also operate through affiliated entities should coordinate their governance documents, potentially including an operating agreement for any affiliated LLCs.
Beyond legal compliance, well-drafted bylaws serve practical governance functions that strengthen the organization's effectiveness and credibility. They establish clear procedures for resolving disputes among board members, define the circumstances under which directors can be removed, and create accountability mechanisms that protect the organization's mission. Funders, grantmakers, and major donors routinely request copies of an organization's bylaws as part of their due diligence process, and organizations with thorough, professionally drafted bylaws are viewed more favorably. The bylaws should be reviewed annually by the board and updated as the organization grows and evolves, with amendments documented through formal board resolutions.
| Governance Document | Filed With | Primary Purpose | Public Record? |
|---|---|---|---|
| Articles of Incorporation | Secretary of State | Creates the legal entity and states purpose | Yes |
| Nonprofit Bylaws | Internal (submitted to IRS) | Establishes governance rules and procedures | Generally no |
| IRS Form 1023/1023-EZ | IRS | Applies for 501(c)(3) tax-exempt status | Yes (via Form 990) |
| Conflict of Interest Policy | Internal (required by IRS) | Manages board member financial conflicts | Generally no |
| Dissolution Clause | Within articles or bylaws | Directs assets to other exempt orgs on dissolution | Depends on location |
Why You Need a Nonprofit Bylaws
You are forming a new nonprofit corporation and need to create bylaws as a prerequisite for filing your IRS Form 1023 application for 501(c)(3) tax-exempt status. Start with our free nonprofit bylaws template that includes all IRS-required provisions.
Your existing nonprofit has been operating with outdated or inadequate bylaws that do not comply with current IRS requirements, and you need to adopt updated bylaws that include all required governance policies. Get a quote for your nonprofit bylaws to ensure full IRS and state compliance.
A major funder or grantmaker has requested copies of your organization's governance documents as part of their due diligence process, and you need professional-quality bylaws that demonstrate strong governance practices. Grantmakers may also require a memorandum of understanding to formalize the grant relationship.
Your organization is experiencing board governance issues, such as conflicts of interest, attendance problems, or disputes over decision-making authority, and needs clear bylaws that establish proper procedures for resolving these situations.
You are converting an unincorporated association or informal charitable group into a formally organized nonprofit corporation and need to establish a complete governance framework through properly drafted bylaws and organizational minutes.
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Key Sections in a Nonprofit Bylaws
Name and Purpose
This section states the legal name of the nonprofit corporation and its charitable, educational, religious, or scientific purpose as defined in IRC Section 501(c)(3). The purpose clause must be consistent with the articles of incorporation and narrow enough to satisfy IRS requirements while broad enough to encompass the organization's planned activities.
Board of Directors
The board section defines the number of directors, their terms of office, nomination and election procedures, term limits if any, and the process for filling vacancies. It also establishes the board's authority to govern the organization and sets the standard of conduct expected of directors, including their fiduciary duties of care, loyalty, and obedience.
Officers
This section identifies the officer positions (typically president, vice president, secretary, and treasurer), describes their duties and responsibilities, defines how they are appointed and removed, and establishes their terms of office. It clarifies the relationship between the board and the officers in the organizational hierarchy.
Meetings and Voting
The meetings section specifies the frequency of regular board meetings, procedures for calling special meetings, notice requirements, quorum definitions, and voting thresholds for various types of decisions. It also addresses whether meetings may be conducted electronically and establishes rules for action by written consent without a meeting.
Committees
This section authorizes the board to establish standing and ad hoc committees, defines their composition and authority, and specifies which committees are required by law or best practice. Common standing committees include executive, finance, governance/nominating, and audit committees.
Conflict of Interest Policy
Required by the IRS for 501(c)(3) organizations, this policy establishes procedures for identifying, disclosing, and managing conflicts of interest among directors, officers, and key employees. It typically includes annual disclosure statements and procedures for recusal when conflicts arise.
Dissolution Clause
The dissolution clause is required by the IRS and must state that upon dissolution, the organization's remaining assets will be distributed exclusively to other 501(c)(3) organizations or to the government. This provision prevents private inurement and ensures the charitable assets remain dedicated to exempt purposes.
Amendment Procedures
This section defines the process for amending the bylaws, including who may propose amendments, the notice required, and the vote threshold needed for adoption. Most nonprofits require a two-thirds or simple majority vote of the board to amend bylaws.
Nonprofit Bylaws Legal Requirements
The IRS requires 501(c)(3) organizations to include a dissolution clause in their governing documents directing that assets be distributed to another exempt organization or government entity upon dissolution, per IRC Section 501(c)(3) and Treasury Regulation 1.501(c)(3)-1(b)(4).
IRS Form 1023 specifically asks whether the organization has adopted a conflict of interest policy, and organizations without one face additional scrutiny and potential delays in their exemption application.
State nonprofit corporation statutes establish minimum requirements for bylaws content, including provisions for board composition, officer roles, meeting notice requirements, and member rights if the organization has a membership structure.
The Sarbanes-Oxley Act applies two provisions directly to nonprofits nationwide: the prohibition on retaliation against whistleblowers and the requirement to preserve documents relevant to federal investigations, and best practices suggest incorporating these protections into the bylaws.
Organizations with annual gross receipts exceeding $1 million or total assets exceeding $2.5 million must file the full Form 1023 (not the simplified 1023-EZ) and provide extensive governance documentation including bylaws, conflict of interest policy, and compensation procedures.
Common Nonprofit Bylaws Mistakes to Avoid
Omitting the dissolution clause that directs remaining assets to another 501(c)(3) organization, which will cause the IRS to deny or revoke the organization's tax-exempt status.
Failing to include a conflict of interest policy, which the IRS specifically asks about on Form 1023 and considers essential for proper governance of tax-exempt organizations.
Setting board terms without staggered rotation, which can result in the entire board turning over at once and creating dangerous gaps in institutional knowledge and governance continuity.
Creating bylaws that conflict with the articles of incorporation, which can create legal confusion because the articles generally take precedence over the bylaws when there is a conflict.
Not defining a clear process for removing directors who are absent, disruptive, or no longer fulfilling their fiduciary duties, leaving the organization without a mechanism to address governance problems.
Frequently Asked Questions About Nonprofit Bylawss
What should be included in nonprofit bylaws?
Are bylaws required for a 501(c)(3)?
What is the difference between articles of incorporation and bylaws?
How often should nonprofit bylaws be reviewed?
Can nonprofit bylaws be amended?
What is a conflict of interest policy for nonprofits?
Do nonprofit bylaws need to be filed with the state?
What are the IRS requirements for nonprofit bylaws?
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