How to Write Bylaws for Nonprofit Organization: Guide + Template

How to Write Bylaws for Nonprofit Organization: Guide + Template

Most are incredibly dedicated and work very hard to strengthen their communities. Outline compensation arrangements for directors, officers, and employees. Use the IRS Form 1023 to understand the language you may use for the approval of compensation arrangements. Improve your financial stability with this handy nonprofit bylaws best practices guide to nonprofit accounting and bookkeeping, including the basics of seven key money management practices. Nonprofit bylaws should be actively worked with, amended when needed, and used often. This refers to substantial changes, such as the ones to your organization’s purpose or main methods of operation.

If you’re interested in nonprofit administration, learn what nonprofit bylaws are, best practices for creating them, and some of the most common 501(c)(3) bylaws. Organizations that don’t have bylaws will find that the state provides default bylaws in the form of nonprofit corporation statutes. State law specifies the rules that apply when the articles and bylaws are silent. In some cases, but not all, the statutory default rules can be overridden by the nonprofit’s bylaws. Review the document whenever the nonprofit undergoes a major change, like moving the organization to a new state or merging with another nonprofit.

Review your state’s nonprofit laws to make sure your bylaws are in compliance. For instance, many states require nonprofits to have a minimum of three directors, as well as a president, secretary, and treasurer. When your bylaws do not address an issue that is addressed by state law, your nonprofit must follow the laws of your state. For example, your state might provide that directors serve for terms of one year unless the bylaws provide otherwise. If your bylaws are silent on the matter of terms, by default your directors will have one-year terms; but if you wish, you can use the bylaws to set a different term. Organizations thrive when they have the right policies and structures in place to support their success, and the guidance of nonprofit bylaws are an integral part of this.

  1. It’s important to ensure that the nonprofit’s bylaws mesh with state law and do not include provisions that are not permissible under state law.
  2. If you have multiple locations, refer to your headquarter’s address.
  3. General statements that the organization will follow the law will comply with its articles and bylaws, will not support terrorism, etc. are examples of language we find to be redundant.

Most nonprofits don’t really use them beyond calling for a motion and a second when adopting resolutions. In reality, Roberts Rules is a thick book of picayune rules that very few people have a firm grasp of. You don’t want to have to amend the bylaws to switch to a different day or time. Also, too much detail can lead to unnecessary conflict over such details, thereby distracting board members from the organization’s real purpose. The words “shall” and “may” often get confusingly tossed around in bylaws, but these aren’t interchangeable.

Consult the state regulations from your Secretary of State’s office or your state Attorney General’s office. If your organization operates in more than one state, follow the laws in the state where the organization is incorporated. Once created, an attorney can review them to ensure they meet the legal requirements of the state. In the excitement of creating a nonprofit, it may seem strange for boards to add a section on dissolution to the bylaws. However, nonprofits must have a dissolution clause in the bylaws according to legal requirements. Because nonprofits are required to re-invest monies back into their charities to maintain tax-exempt status, if the organization ever dissolves, there are specific rules for how they can distribute their assets.

They set out procedures and guidelines for processes such as electing directors, holding meetings, membership structure, and other essential governance matters. Establishing nonprofit organization bylaws is a key step in how to start a nonprofit. They document how your board will operate and govern the nonprofit.

This legal document lays out the operating rules and procedures for how your organization will run. While it’s necessary to ensure you’re writing the best bylaws possible, this experience doesn’t have to be daunting! In this article, we’ll walk you through some key tips and best practices to keep in mind. With that being said, bylaws aren’t just a “nice to have” document for a scaling nonprofit—they’re actually a legal requirement to file for tax-exempt status. When you file for 501(c)(3) status as a charitable organization, the IRS will ask for you to include a copy of your organization’s bylaws as part of your articles of incorporation.

And even when you get help, it’s still the board’s responsibility to provide input throughout the process and to vote to adopt the final product. Use of a bylaw committee is one of the most common ways nonprofit organizations go about the bylaw review and amendment process. By creating a bylaw committee that fully reflects your organization’s population, you are less likely to run into this problem, and you will have more success vetting potential issues early on in the process. When you create a nonprofit, one of your most important steps will be to draft the organization’s bylaws, which establish the internal rules for operating the organization. The board of directors, tasked with setting policies and overseeing the nonprofit, will follow the rules and procedures outlined in the bylaws. Some states require nonprofits to have bylaws, but it’s a good idea to have them even where not required.

We’ll help you escape mutiny and disagreement by walking you through everything you need to know about nonprofit bylaws as this is a facet of your overall nonprofit business plan. Below, we’ll get into what these are, why these matter, and how to write your own. Any good organization will ensure its bylaws line up with its identity and mission as a business. Describe the duties and responsibilities of the organization’s important officers, especially the vice president, who plays a crucial role. Making each officer’s responsibilities clear guarantees a smooth-running leadership structure. Board directors can also mark up board meeting documents, make annotations, highlight important sections, and share their documents, with or without their notes.

Keeping bylaws simple in language and content can help ease this process. Some organizations appoint a task force to review and make suggestions for revision, reporting findings to the whole board. If the board votes to amend the bylaws, record the date that they were amended on the policy itself. Report any major structural or authority changes in your next Form 990, as appropriate. Deciding who you need on your nonprofit board is essential to the success of your nonprofit. Solidify how many board members you’ll allow, including a minimum and a maximum.

Establish nonprofit bylaws to outline the basic operations of your nonprofit board

These options should be addressed in the Bylaws and should comply with state law. In our experience, by the time a majority of the Board wants to remove another director or an officer, the situation is really bad. Unless required by state law, provisions that give directors and officers the ability to have special notice, a hearing, be represented by a lawyer, etc. will only make the process more painful. Shorten bylaws by allowing committees to be formed and abolished by a board resolution and function pursuant to board-approved committee charters. This approach has the benefit of shortening the bylaws and reducing the number of necessary amendments since committees tend to change frequently.

Don’t include information that changes frequently

It doesn’t mean you will dissolve your nonprofit someday, but it provides a framework for if you must. Bylaws around your board’s composition should include the required minimum and maximum number of members the board needs to have at any given time. Build trust with your supporters by being transparent about your bylaws. The public should have easy access to your bylaws to help hold your nonprofit accountable in its operations. You can house them on your website, and may even consider announcing them on your nonprofit social media as you kick off your incorporation. Strong bylaws establish your nonprofit brand as one donors can trust with their money.

State Specific Practices

This article is not intended to provide legal advice or opinion and should not be relied on as such. We advise you to coordinate with legal counsel from the beginning to the end of your bylaws drafting process. If you choose to get assistance in drafting or amending your bylaws, we would recommend you to choose an expert experienced in nonprofit matters. These detail your general operations and provide a framework for navigating potential issues that could arise. Review other nonprofits’ bylaws to get ideas for drafting your own, but always make sure yours are unique to your organization and, ultimately, reviewed by a lawyer before finalizing.

Board management software is a good way for boards to streamline their basic board duties and ensure that board business is secure. Nonprofit boards aren’t required to be transparent or accountable, but there are many benefits to them in doing so. Nonprofits that are open and honest with their stakeholders will inspire trust. That is a huge benefit that often helps them get volunteers and donations. Governmental bodies do their best to serve the public, but there are never enough financial resources and personnel to fill every need. Nonprofit organizations also serve the public interest by filling in some of the gaps in service that governments can’t provide.

Best practices for creating the bylaws for nonprofits ensure that organizations will be well governed and abide by state and local laws. Bylaws supplement the rules already defined by the state corporations code and guide how your nonprofit runs. It’s important to obtain the applicable state law and make sure that your nonprofit’s bylaws remain compliant. If you’re unsure how to write bylaws for nonprofits, you aren’t alone.

Bylaws should also take into consideration the culture of the organization, the number of people involved in managing the organization, and the expectations and attitudes of the members and directors. Every organization should include a conflict of interest section within their bylaws. While it may not happen in the next six months (or even the next year), there will come a time when you are faced with grappling decisions. You may need to call an emergency meeting, remove a board member, vote to terminate an executive director, or debate whether a given action qualifies as a conflict of interest.

In some states, the information on this website may be considered a lawyer referral service. Please reference the Terms of Use and the Supplemental Terms for specific information related to your state. Your use of this website constitutes acceptance of the Terms of Use, Supplemental Terms, Privacy Policy and Cookie Policy. For example, don’t require a monthly meeting if you know it’ll be an unnecessary burden. The same goes for demanding an unrealistic quorum if you know you’re unlikely to get that many voting members present.