Key Takeaways:

  • Multiple Methods to Obtain Nonprofit Bylaws: These include requesting from board members, filing IRS Form 4506-A, or checking state regulatory agencies.
  • Public Access vs. Private Restrictions: Public nonprofits are generally required to disclose bylaws, while private businesses have stricter access limitations.
  • State and Federal Resources: Some states maintain nonprofit bylaws in databases, and the IRS requires tax-exempt organizations to submit copies.
  • SEC and Publicly Traded Companies: Bylaws of publicly traded organizations may be available through the SEC’s EDGAR database.
  • Steps for Finding Nonprofit Bylaws: Search IRS databases, request from the nonprofit directly, or check state nonprofit registries.
  • Understanding Bylaws’ Importance: Bylaws dictate governance, structure, and compliance for nonprofit operations.

Unsure of how to get a copy of bylaws? You will find that there are a few ways to collect this important information. The process used to obtain a copy of a business's bylaws will depend on what type of business it is registered as.

Methods of Obtaining a Copy of Bylaws for Nonprofit Organizations

There are a few methods available to obtain a copy of a nonprofit organization's bylaws:

  • Request a copy directly from one of the nonprofit's business officers or board members: Federal law requires that some businesses, such as nonprofits, provide you with a copy of bylaws if requested. It is possible that there will be a small fee to cover the administrative tasks involved. You can usually find contact information for a nonprofit's board members by searching online.
  • Fill out a request form with the Internal Revenue Service (IRS): The IRS requires all tax-exempt businesses to file a copy of their bylaws. Filling out form 4506-A will get you a copy of them.
  • Check with state agencies: Many states have regulatory agencies that hold records of bylaws. In some cases, this may be the state attorney general's office.

Understanding Nonprofit Bylaws and Their Availability

Nonprofit bylaws serve as the organization’s governing document, outlining operational procedures, board structure, and decision-making processes. While nonprofit bylaws are generally considered internal documents, many organizations voluntarily share them to maintain transparency. Additionally, nonprofits that apply for tax-exempt status with the IRS must submit their bylaws, making them potentially available for public access.

Some states require nonprofits to file governing documents with the Secretary of State or the Attorney General’s office, making bylaws more accessible through state records. However, not all nonprofits are legally required to disclose their bylaws unless mandated by state or federal regulations.

Checking State Nonprofit Registries

Each state has its own regulations regarding nonprofit records, and some states maintain public registries of nonprofit bylaws. To find nonprofit bylaws through state agencies, follow these steps:

  1. Search the Secretary of State’s Website: Many states require nonprofits to file organizing documents, including bylaws. Some states provide online search tools where you can check for available records.
  2. Contact the State Attorney General’s Office: If the nonprofit is registered as a charity, the Attorney General’s office may have copies of key governance documents.
  3. Check State-Specific Nonprofit Directories: Some states, such as California, have dedicated nonprofit directories listing organizational bylaws when available.

If a nonprofit is not required to disclose its bylaws publicly, a direct request to the organization may be necessary.

Obtaining a Copy of Bylaws for an LLC Business

A limited liability company (LLC) is a common type of business because it allows business owners to operate individually without having to use board members. LLC's also offer many legal and tax benefits. Unlike nonprofit businesses, LLC bylaws are not public record, so they can be more challenging to obtain.

Complete the following steps to obtain a copy of bylaws for an LLC business:

  • Step 1: Request a copy from the secretary of state in the business's registered state. Depending on your location, there may be a small fee.
  • Step 2: Contact the company for a copy of its bylaws. It is possible that the business could deny the request.
  • Step 3: Search the EDGAR database. This system is regulated by the U.S. Securities and Exchange Commission. It is possible that the business has filed a copy of its bylaws in the database.
  • Step 4: Work with a business attorney. This option may not make sense for everyone as it can be costly and time-consuming.

Steps for Using the SEC Search Database

Interested parties can identify information about a publicly traded company by searching on the U.S. Securities and Exchange Commission website (EDGAR system) with the following steps:

  • Search for the company by name.
  • Pull up the records of the company.
  • Open form 10-K.
  • Scroll to the end of form 10-K to the Exhibits and Financial Statement Schedules section. This section should provide you with additional information about where to locate the bylaws, including the date that they were filed.
  • Search the list for the correct filing date.
  • Select the correct filing date.
  • Search documents.
  • Click through to the form K-10 exhibits list.
  • Open the copy of the registered bylaws.

Right to Inspect a Private Business's Bylaws

There are many reasons that a person might want to access a copy of a business's bylaws. For example, if a person wants to invest in a business, he would want additional information about the business, including its bylaws. Publicly traded businesses, as well as nonprofits, are required to provide a copy of their bylaws to all interested parties.

This process, however, becomes trickier when dealing with private companies. One might wonder who has a right to private company bylaws. A private company does not have a public record, making it more difficult to obtain this information.

Members of the board of directors and shareholders already have access to the business's bylaws. Therefore, someone requesting a copy of the bylaws of a private company is often not someone who works with or is directly related to the business. The specific rights will depend on the state and their laws surrounding bylaw records.

An individual can always try to obtain a copy of a privately owned company's bylaws, but it is always possible that the request will be denied.

When a Nonprofit Can Withhold Bylaws

While many nonprofit bylaws are accessible to the public, there are situations in which a nonprofit can legally withhold its bylaws:

  • Confidentiality Concerns: If bylaws contain sensitive operational details, a nonprofit may refuse to share them publicly.
  • State-Specific Regulations: Some states do not mandate public disclosure of nonprofit bylaws unless they are part of an organization’s tax-exempt filing.
  • Internal Policies: Nonprofits may have internal governance rules preventing external requests for bylaws.

If a nonprofit declines to provide its bylaws, interested parties can explore alternative sources, such as IRS records or state nonprofit registries.

Frequently Asked Questions

1. Can I request nonprofit bylaws from the IRS?

Yes. The IRS requires tax-exempt nonprofits to submit copies of their governing documents, including bylaws. You can request these by filing Form 4506-A with the IRS.

2. Are nonprofit bylaws always public?

Not always. While some nonprofits disclose their bylaws voluntarily or due to state regulations, others may restrict access due to confidentiality concerns.

3. How can I find nonprofit bylaws in my state?

Check the Secretary of State’s database, the Attorney General’s charity registry, or state-specific nonprofit directories.

4. Can a nonprofit deny a request for bylaws?

Yes. Unless required by state law or federal disclosure regulations, a nonprofit is not obligated to provide its bylaws to the public.

5. What should I do if I cannot find a nonprofit’s bylaws?

Try contacting the nonprofit directly, searching IRS records, checking state registries, or consulting a legal professional for assistance.

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