1. How to Write Bylaws
2. What to Include In the Bylaws

Generic nonprofit bylaws can help you draft bylaws for your own needs. Bylaws serve to set the procedures for the organization's elections, operations, and meetings. They are a guidebook for your organization's affairs and act as a manual that will help you keep the nonprofit in proper order.

How to Write Bylaws

The IRS requires corporations to have Articles of Incorporation, but it does not require bylaws to be structured in any particular way. However, it's best to have references to your organization's structure and purpose for existence in your bylaws, especially for nonprofits.

First, you need to keep in mind that the words “shall” and “may” are very different and you need to be careful about which one you use. While studying sample bylaws for general use, you do not need to copy them exactly. Instead, use the parts that are important to your own organization, and ignore the parts that do not apply.

Depending on your state, there are certain items you will need to include in order to comply with the laws. Before you begin, check the Secretary of State website to see what specific rules apply to your nonprofit organization.

Some necessary items include:

  • The roles of officers and directors and their duties.
  • Procedures for holding meetings, appointing officers, and electing directors, and any rules that apply.
  • Policies that cover any conflict of interest that could arise.
  • The procedure for distributing funds that are received from grants and donations.
  • Any other important rules and procedures that apply.

Each state has its own set of laws that govern how nonprofits are run. However, as long as your bylaws do not violate state law, you can choose rules for your own specific needs. Corporate bylaws do not need to be made public, but your board will pay attention to them more if they are available for frequent review. The bylaws should be amended as needed over time.

If you change your nonprofit organization's bylaws, you will need to put this information on your next annual report which is filed with the IRS. If your organization does not file an annual report, the changes need to be reported to the EO Determinations Office at the IRS. Depending on the state where your nonprofit is formed, you may also need to report changes in the bylaws to the state.

What to Include In the Bylaws

There are several items that need to be included in any organization's bylaws, regardless of its nonprofit status or purpose. Some of these include:

  • The organization's name.
  • The purpose of the nonprofit organization. A nonprofit is organized for religious, educational, scientific, or charitable purposes. This may include distributing funds to tax-exempt organizations.
  • The organization's specific purpose, which includes the particular activities in which it will become involved. List your nonprofit's major activities, but it is advisable not to be too detailed in the descriptions. This allows room for changing and growing in the future.
  • Membership in your organization. Membership may only include the board of directors, or you can also choose to open it to the public. This provision should also specify who is eligible to become a voting member, and how the members will be accepted, such as by a majority vote of the board.
  • Annual dues of members, if applicable.
  • The rights that are granted to each member.
  • The process by which a member may resign from membership, or be terminated, such as by majority vote of the membership or board.
  • Information about member meetings, such as how often they will be held. Most organizations are required to hold at least one meeting every year, although some states may have regulations that require them to be held more often.
  • Information about the Board of Directors. These are members who are given extra authority and responsibilities. This section should include the directors' duties, the number of directors, qualifications, and how long they are allowed to hold their office. It should also specify the process for electing new directors, and any other relevant rules that apply.
  • Information about the Board of Directors' Officers, including which positions will be filled. Some states have restrictions on how these may be held, such as banning one person from holding multiple positions simultaneously. Typical officer positions include the president, vice president, secretary, and treasurer.

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