All nonprofit organizations need to create bylaws. But why? And more importantly—what are they?
Don’t worry. In this post, we’re going to explain to you what bylaws are and why they are so important for your nonprofit.
We’re going to walk you through the process of drafting bylaws—and we even have four free nonprofit bylaws templates to share with you! By the time you finish this article, you’ll be ready to help your Board of Directors begin drafting bylaws for your organization.
Let’s go!
All nonprofit organizations need to create nonprofit bylaws. The bylaws of a nonprofit are a legal document that outline the way in which the organization is governed.
Bylaws direct many activities, including:
Bylaws are an internal document and do not need to be filed with your state. However, the IRS requires nonprofits to attach a copy of their approved bylaws when they are applying to become incorporated and receive a 501(c)(3) exemption.
Even though you don’t have to file your bylaws with your state government, all states require that registered nonprofits have bylaws; depending on your state, they may even have specific requirements about what should be included in your bylaws.
This means it is important for you to check with the state in which your nonprofit is registered to make sure you’re familiar with the specific requirements that are applicable to you.
Your organization will need to refer to your bylaws on a regular basis. Here are a few situations in which you’ll need to refer to your nonprofit’s bylaws:
Essentially, nonprofit bylaws provide structure to the organization and its Board of Directors.
Before you begin writing bylaws for your nonprofit organization, it’s important to understand the process of drafting bylaws—and what to include in them.
The IRS requires nonprofit organizations to have bylaws already created before they will approve tax-exempt status for a nonprofit. This means that you and your board should have your bylaws drafted before you apply for your 501(c)(3) status.
Often, nonprofit bylaws are written by the organization’s Board of Directors and Chief Executive. If the organization has a large board, there might be a Bylaw Drafting Committee comprised of 3-5 board members that focus on writing the bylaws, which then get approved by the full board.
The organization’s bylaws must be approved by the Board of Directors through a formal vote. They should also be signed and state law dictates which board members must sign the bylaws. Often, only the Board Chair’s signature is required. However, you should be sure to check what your state requires.
There are several components that all bylaws should include. This is a great place to start when creating bylaws for your organization; however, it’s important to remember that every organization is different. Bylaws are not a one-size-fits-all document.
Keep reading to learn about the main components you should include in your nonprofit bylaws document.
General Information
Outline some basic information about your nonprofit, including the organization’s name and address. If your organization has multiple locations, refer to the headquarters/main address.
TIP: Make sure you list your organization’s name exactly as it appears on your Articles of Incorporation and your tax-exempt status paperwork.
Statement of Purpose
It’s a good idea to include your organization's mission statement in your bylaws. There are a few reasons for this; first, it reinforces that your organization exists for charitable purposes, which the IRS requires you to attest to in the Articles of Incorporation.
Secondly, it can be helpful to capture your mission in your bylaws as a reference point should your organization begin to stray off-course, or experience ‘mission creep’ in the future.
REMEMBER: If your organization’s mission changes at any point, your bylaws should be amended accordingly.
Board of Directors
You should include information related to your organization’s Board of Directors, including the number of board members required, the officer positions that exist, the length of board member terms, and the process for onboarding, firing, and replacing board members.
Meeting & Voting Procedures
Establish the guidelines for your organization’s board meetings, and detail them in your bylaws. This should include information such as the required number of meetings per year, as well as when and where those meetings are held. If virtual meetings are appropriate, specify that in your bylaws.
Also describe your voting procedures, including how many board members must be present to establish a quorum, and how many board members must be present to hold a vote.
Conflicts of Interest
Your bylaws should include a clearly written conflict of interest policy for board members.
This policy provides guidance for when conflicts of interest arise and ensures that the organization has a process in place that requires board members to disclose potential conflicts. This section should also include the process by which the organization reviews identified conflicts as well as guidelines for how the conflicts are handled.
Committees
Your bylaws should outline whether your nonprofit will have board committees. If so, specify how many committees, their areas of focus (e.g., Nominating Committee, Fundraising Committee, etc.) and the process for forming or abolishing committees.
Dissolution Process
In most states, nonprofits are legally required to include a dissolution clause for the organization to become incorporated.
A dissolution clause outlines how the nonprofit organization will distribute its assets in the case that it dissolves.
TIP: The distribution of assets needs to follow specific legal guidelines for nonprofit organizations, so it is a good idea to consult with an attorney or a financial advisor for this section of the bylaws.
Bylaw Changes
On occasion, you will need to change your organization’s bylaws to reflect the growth of the nonprofit. This is why it is important to include a provision for how to amend the bylaws. Outlining this process clearly will prevent your board (or your staff) from making sudden changes to bylaws.
Your bylaws should be flexible enough to allow change, but not so flexible that they can be constantly adapted at the whim of any stakeholder.
Your nonprofit’s bylaws must be approved by the entire Board of Directors through a formal vote.
This vote should be recorded in the board’s meeting minutes. State law dictates which board members must sign the approved bylaws; often, it is just the Board Chair that has to sign. However, it’s important for you to check your state’s requirements.
Also, this is a great time to have a trusted nonprofit attorney review your bylaws. It’s important to ensure that your organization is adhering to local, state, and federal requirements. A consultant can help!
Once approved and signed, your Board Secretary should file the bylaws. While it is not required to share the bylaws with your state, it is best practice to make the bylaws public. You can even add them to your nonprofit’s website. This transparency in how the organization is being governed can generate a lot of good will among stakeholders in your community.
Writing bylaws for your organization can feel intimidating. That’s why we want to provide you with a few free templates to help you get started.
Please remember—these templates are a great starting point, but you should always get a trusted nonprofit attorney to review your bylaws.
Ok - let’s dive in!
501 Commons offers a free bylaws template for membership organizations. This template outlines classes of membership, qualifications for membership, and voting rights of members. If your nonprofit organization is a membership organization, this is a great place to start!
Check out the screenshot below that shows you some of the language in this template regarding membership.
NonprofitAlly also provides bylaws templates with and without notes. The notes that are included help walk you through all the things you should consider as you’re drafting each section of the bylaws document. So helpful! However, if you feel like you don’t need the walkthrough, you can use the versions without notes.
The screenshot below shows you a section of the bylaws template that discusses the Board President’s roles and responsibilities.
Form1023 also provides a free bylaws template. While this template is not available for download, it is accessible on the webpage and the content can easily be copied into your own bylaws document.
Form1023’s free template has some really useful language on dissolution - check it out!
Lastly, Rocket Lawyer has a bylaws document generator that allows you to build your bylaws document on their website, using their templates. Once complete, you can download your completed document—and even send it for signatures!
These four templates will be so helpful in getting you and your board started on drafting your organization’s bylaws. But we’re not done yet! Keep reading for our tips and best practices.
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So far, we’ve reviewed what bylaws are and why they’re important, components that should be included in your nonprofit’s bylaws, and some great templates to help you get started.
But before we wrap up, we want to leave you with some tips and things to remember as you embark on your bylaw-writing journey.
All states have different laws and regulations when it comes to nonprofits. It’s important to make sure that your organization’s bylaws do not include or permit practices that are prohibited by your state.
If they do, your bylaws will be null and void.
If this feels overwhelming, we get it—but don’t panic! There are resources that can help you!
Most states have an association of nonprofits, which are organizations that are experts on all things nonprofit-related in your specific state. The National Council of Nonprofits has an interactive map to help you find your association. These organizations are great resources and can help you get started on identifying your state’s laws.
Forming a bylaw committee, comprised of board members, can be a great help when drafting, reviewing, approving, and amending your bylaws.
Make sure this committee is diverse and reflective of your board and organization as a whole. Incorporating diverse perspectives will help to ensure that the bylaws are inclusive and representative of all stakeholders.
Your organization’s bylaws should be comprehensive. The more details you include in the bylaws, the less ‘gray area’ that exists that can lead to confusion and conflict.
However, when you are drafting your bylaws, also make sure the language that you use is clear and concise.
Remember—you and your Board of Directors will need to reference this document regularly. You want it to be easy to navigate, and most importantly, easy to understand.
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By now, you should feel confident in your knowledge of nonprofit bylaws.
You know what they are—a governing document. And you know why they’re important—they outline processes and procedures and serve as an accountability measure for board members.
We’ve also shared with you some key components to be sure to include in your nonprofit’s bylaws, as well as some tips and best practices to keep in mind as you begin creating bylaws for your nonprofit.
Perhaps most importantly, we’ve shared four free nonprofit bylaws templates with you that you can tweak and adapt to meet your organization’s needs.
Remember—well-written, detailed bylaws are a critically important tool for your nonprofit. With the resources and information we’ve provided, you are well equipped to start drafting your bylaws today. Good luck!
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