Bylaws are the internal rulebook that tells your nonprofit’s board how to make decisions, hold meetings, elect leaders, and handle money, and to write bylaws for a nonprofit you need to cover the organization’s identity and purpose, its membership structure, the board and officers, meeting and voting rules, financial controls, a conflict of interest policy, a dissolution clause, indemnification, and an amendment process. Unlike articles of incorporation, bylaws never get filed with the state; they live in your corporate records. But the IRS wants to see them when you apply for 501(c)(3) status, and your state expects the organization to actually follow them.1Internal Revenue Service. Instructions for Form 1023 (Rev. December 2024)
Getting the drafting right the first time saves you from board disputes, a rejected tax application, and expensive rewrites later. Here is what belongs in the document, section by section.
Name, Address, and Purpose
Start with the legal name of the nonprofit, exactly as it appears on the articles of incorporation. A small mismatch between the two documents causes problems with bank accounts, grants, and state filings. Follow the name with the address of the principal office so official correspondence and legal notices have somewhere to go.
Then state the purpose. For a 501(c)(3), the purpose must fit one or more exempt categories: charitable, educational, religious, scientific, literary, or similar activities. IRS regulations require the governing documents to limit the organization’s purposes to exempt activities, so vague language here can sink your tax-exemption application.2eCFR. 26 CFR 1.501(c)(3)-1 Mirror the purpose clause from your articles, or expand on it, but stay within the exempt categories.
Deciding Whether to Have Voting Members
One of the earliest structural choices is whether your nonprofit will have voting members or be governed entirely by a self-perpetuating board. Most small nonprofits go with the board-only model, where existing directors appoint their successors. A membership organization grants a broader group specific rights, most importantly the right to vote on directors, bylaw amendments, and major transactions like mergers.
If you pick a membership structure, the bylaws need to say who qualifies as a member, whether there are different classes with different voting rights, how members join and leave, and what it takes to revoke someone’s membership. This is where internal fights start. A faction claiming voting rights the board never intended to grant can freeze the organization. Define the classes clearly, or state plainly that the corporation has no members with voting rights.
Board of Directors and Officers
The board section is the heart of the bylaws. At minimum, it needs to cover the number of directors, their qualifications, how they are elected, how long they serve, and how they can be removed.
Size, Terms, and Term Limits
Set either a fixed number of directors or a range, such as “no fewer than five and no more than fifteen.” A range gives the organization room to grow without amending the bylaws. Qualifications might include professional expertise, geographic residency, or a connection to the community served.
The most common term structure among nonprofits is two consecutive three-year terms, though some organizations use one- or two-year terms.3BoardSource. Terms and Term Limits Term limits force turnover and prevent a small group from controlling the board indefinitely. A common approach lets a director who has served the maximum consecutive terms return after sitting out for one year.
Officers
Most bylaws create at least three officer positions. A President or Chair leads board meetings and signs legal documents. A Secretary maintains corporate records and meeting minutes. A Treasurer oversees financial accounts and reporting. Many organizations add a Vice President to handle succession when the President is unavailable.
Describe each officer’s duties specifically enough that everyone knows who is responsible for what, without locking in so much detail that the board can’t adapt. Include how officers are elected, how long they serve, and how they can be removed. Removal provisions should address removal for cause (a breach of fiduciary duty, failure to perform assigned responsibilities) and, if the board wants that flexibility, removal without cause by a supermajority vote.
Vacancies
Directors resign, move, or become unable to serve. The bylaws should spell out who fills a vacancy (usually the remaining directors by majority vote), whether the replacement serves the remainder of the departing director’s term or a fresh full term, and what happens if the board drops below the minimum number of directors. Without these provisions, a string of resignations can leave the organization legally unable to act.
Committees and Their Limits
Boards routinely delegate work to committees, and the bylaws should say how committees get created, what authority they carry, and where the limits are. An executive committee typically includes the officers and can act between board meetings on time-sensitive matters. Standing committees like finance, governance, or fundraising handle ongoing work in specific areas.
There are hard limits on committee authority. Under most state nonprofit corporation statutes, a committee cannot amend the bylaws, approve a merger or dissolution, fill board vacancies, or take other actions the statute reserves for the full board. Make those restrictions explicit in the bylaws so no committee oversteps. And note that a committee acting within its delegated authority does not relieve individual directors of their oversight duty.
Meeting and Voting Rules
Clear meeting rules head off procedural challenges that can invalidate board actions after the fact. Cover annual meetings, regular meetings, special meetings, and how each type gets called.
Notice
For annual and regular meetings, set a schedule in the bylaws, such as “the third Tuesday of each quarter,” so no additional notice is needed. Special meetings called outside the schedule require written notice to every director within a specified window. State statutes vary on the minimum notice period; a common bylaw provision requires written notice at least five to ten days before the meeting. Membership meetings usually get longer notice so members can arrange attendance or submit proxies.
Quorum and Voting Thresholds
A quorum is the minimum number of directors who must be present to conduct official business. The statutory default in most states is a majority of directors currently in office, though bylaws can set the bar higher. Setting it lower is possible in some states but usually cannot drop below a statutory floor. Define what counts as “present” — whether physical attendance is required or remote participation qualifies.
Routine decisions typically pass by a simple majority of those present at a meeting where a quorum exists. For significant actions like amending the bylaws, removing a director, or approving a major contract, many organizations require a supermajority, often two-thirds. Spell out which actions need which threshold so no one has to guess in the moment.
Remote Participation and Written Consent
Modern bylaws should authorize participation by phone or video conference. Most state nonprofit corporation statutes permit remote participation as long as all participants can hear one another simultaneously, and a director who participates remotely counts as present for quorum and voting purposes. Membership organizations should also address how to verify that remote attendees are actually eligible members and how to record their votes.
Most state statutes also allow the board to act between meetings if every director consents in writing (or by email). Authorize this in the bylaws and require that signed consents be filed with the minutes. It is useful for routine approvals but impractical for contested decisions because it requires unanimity.
Financial Provisions and Governance Policies
The financial sections create accountability that donors, grantmakers, and the IRS all expect to see.
Fiscal Year and Signing Authority
Designate the fiscal year. Many nonprofits use the calendar year, but organizations tied to academic or government funding cycles sometimes use July through June. The fiscal year sets your tax filing deadlines and financial reporting periods.
Signing authority provisions specify who can execute contracts, sign checks, and authorize expenditures. A common approach requires two signatures on checks above a certain dollar amount and limits contract-signing authority to specific officers. These controls prevent a single person from committing the organization’s resources unilaterally.
Conflict of Interest Policy
A conflict of interest policy requires directors and officers to disclose any personal financial interest in a transaction the organization is considering. When a conflict exists, the interested person recuses themselves from the discussion and vote. The IRS does not technically require a conflict of interest policy to grant 501(c)(3) status, but it strongly encourages one and provides a sample in the Form 1023 instructions.4Internal Revenue Service. Form 1023: Purpose of Conflict of Interest Policy An organization without one draws additional IRS scrutiny and has a harder time attracting grants.
Other Policies the IRS Asks About
Form 990, which most tax-exempt organizations file annually, asks in Part VI whether the organization has adopted a whistleblower policy, a document retention and destruction policy, and a conflict of interest policy.5Internal Revenue Service. Governance (Form 990, Part VI) None are legally required for tax-exempt status, but checking “no” year after year signals weak governance. Many organizations build these policies into the bylaws or adopt them as standalone documents referenced there. It is far easier to include them from the start than to retrofit later.
The Dissolution Clause
The dissolution clause is not optional if you want 501(c)(3) status. Federal regulations require that a tax-exempt organization’s governing documents dedicate its assets to an exempt purpose. An organization fails the organizational test if its documents allow assets to be distributed to members or shareholders on dissolution.2eCFR. 26 CFR 1.501(c)(3)-1
In plain terms, the clause must state that if the organization shuts down, its remaining assets go to another 501(c)(3), to the federal government, or to a state or local government for a public purpose. Assets cannot go to individual directors, officers, or members. Include this language in both the articles and the bylaws. Some states include the requirement by operation of law, but the IRS prefers to see it written into the organization’s own documents.
Indemnification
Board members who volunteer their time reasonably want to know they won’t be personally liable if the organization gets sued. An indemnification clause addresses that concern and makes it easier to recruit qualified directors.
An indemnification provision commits the organization to cover legal fees, settlement costs, and judgments a director or officer incurs from serving on the board, as long as the person acted in good faith and reasonably believed the conduct was in the organization’s best interests. It does not extend to bad faith, deliberate dishonesty, or actions where the individual personally profited at the organization’s expense. Most bylaws also include an advancement-of-expenses clause, which means the organization pays legal bills as they come in rather than making the director front the costs and seek reimbursement.
The federal Volunteer Protection Act adds a separate layer. Under 42 U.S.C. § 14503, a volunteer of a nonprofit is generally not liable for harm caused by acts or omissions while volunteering, provided the volunteer was acting within the scope of responsibilities, the harm did not result from willful misconduct or gross negligence, and the volunteer held any required license or certification.6Office of the Law Revision Counsel. 42 USC 14503 – Limitation on Liability for Volunteers The federal act does not shield volunteers from liability for harm caused while operating a motor vehicle, and it does not prevent the nonprofit itself from suing its own volunteer.
Amending the Bylaws
Bylaws are not permanent. Organizations grow, leadership changes, and the law evolves. Write the amendment process into the bylaws themselves so future boards know exactly how to make changes.
At minimum, specify who has authority to propose and approve amendments (typically the board, though membership organizations may also require a member vote), the voting threshold needed (two-thirds is common for bylaw amendments), and how much advance notice of proposed changes is required before the vote. Some organizations require proposed amendments to be circulated a set number of days before the meeting.
When you amend the bylaws, the IRS does not require you to submit the revised version with Form 990. You summarize significant changes on Schedule O. Significant changes include modifications to the organization’s mission, the composition or authority of the board, dissolution provisions, or the amendment process itself.7Internal Revenue Service. Exempt Organization Annual Reporting Requirements – Governance and Related Issues: Changes to Governing Documents Keep all prior versions in your corporate records to document the organization’s governance history.
Adopting the Bylaws
Adoption happens at the first official meeting of the board, sometimes called the organizational meeting. The incorporators either serve as the initial board or appoint the initial directors, and the board’s first order of business is reviewing and voting on the proposed bylaws.
The board reviews the final draft, discusses any changes, takes a formal vote, and records the results in the minutes. A simple majority of directors present at a meeting with a quorum is usually enough for initial adoption. Once approved, the Secretary signs the bylaws to certify their adoption. The signed original goes into the corporate minute book alongside the articles of incorporation and the organizational meeting minutes.
Filing with the IRS
When you apply for federal tax-exempt status using IRS Form 1023, you upload a copy of your adopted bylaws with your articles of incorporation.1Internal Revenue Service. Instructions for Form 1023 (Rev. December 2024) The IRS reviews the bylaws to confirm that your governance structure fits exempt purposes and that the dissolution language is in place. The user fee for Form 1023 is $600. Organizations that qualify for the streamlined Form 1023-EZ pay $275.8Internal Revenue Service. Form 1023 and 1023-EZ: Amount of User Fee Anything attached to the Form 1023, including the bylaws, becomes part of the permanent public record.
Bylaws are not filed with your state’s Secretary of State — they stay internal.9California Secretary of State. Frequently Asked Questions What the state does require is the articles of incorporation to form the entity and, in most states, periodic reports to stay in good standing. If your state requires charitable solicitation registration before you fundraise, that is a separate filing with its own fees and deadlines.