Opens in a new tab

Nonprofit Bylaws: What They Are, What to Include, and How to Write Them

Nonprofit bylaws are the internal rules that explain how a nonprofit organization is governed and operated. They can define the duties of directors and officers, meeting procedures, voting rules, membership rights, and other governance matters. State law may require nonprofit corporations to have bylaws. Federal tax law generally does not require specific language in bylaws, but organizations seeking tax-exempt status may need to provide their current bylaws when required as part of the application process.
START YOUR NONPROFIT

What Are Nonprofit Bylaws?

Nonprofit bylaws are written rules that establish how an organization operates internally. They help define the responsibilities of the board, officers, members, and other people involved in managing the organization. Bylaws can explain how directors are selected, how meetings are held, how votes are taken, and how the organization handles changes to its governing structure. They are different from the organization's Articles of Incorporation or other organizing documents. The organizing document establishes the legal entity, while bylaws provide internal rules for managing it.
GET HELP WITH YOUR NONPROFIT DOCUMENTS

Why Does a Nonprofit Need Bylaws?

Bylaws give a nonprofit a clear framework for making decisions and managing its activities. They can help the organization establish consistent procedures instead of relying on informal decisions. Nonprofit bylaws may help:
  • Define board responsibilities
  • Establish officer duties
  • Set meeting procedures
  • Explain voting requirements
  • Establish membership rule
  • Define committees
  • Address conflicts of interest
  • Set amendment procedures
  • Establish dissolution procedures
  • Organize corporate records
The exact rules should fit the nonprofit's structure and the laws of the state where it is formed.
The IRS states that nonprofit organizations generally find it advisable to have internal operating rules, while state law may determine whether bylaws are required.

What Should Nonprofit Bylaws Include?

The contents of bylaws vary by organization. However, many nonprofit bylaws cover several common areas.
ORGANIZE YOUR NONPROFIT RECORDS

What Should an LLC Operating Agreement Include?

The contents depend on the LLC and state law, but a well-prepared agreement commonly addresses several key areas.

Organization and Purpose

The bylaws can identify the nonprofit's legal name and provide basic information about its structure. The organization's charitable purpose should also be consistent with its organizing documents and applicable requirements for tax-exempt status. For a 501(c)(3) organization, the IRS focuses on the purposes stated in the organizing document when applying the organizational test.

Board of Directors

The bylaws can explain how the board is structured and how directors are selected. They may cover board qualifications, terms, vacancies, removal, responsibilities, and meetings.

Officers

Nonprofit bylaws can identify officer positions and explain their duties. Common positions may include a president or chair, secretary, and treasurer. The actual structure depends on the organization.

Meetings

Bylaws can establish procedures for regular and special meetings. They may explain meeting notices, quorum, voting procedures, and how decisions are recorded.

Voting

Voting rules can explain who has voting rights and what level of approval is needed for certain decisions. The bylaws should make these procedures clear so the organization knows how important matters are approved.

Committees

A nonprofit may create committees to handle specific responsibilities. The bylaws can explain how committees are created, who serves on them, and what authority they have.

Conflicts of Interest

Nonprofits may include provisions dealing with conflicts of interest and the responsibilities of directors and officers when personal interests could affect organizational decisions. The IRS recognizes governance policies and procedures as important considerations for tax compliance and nonprofit management.

Amendments

The bylaws can explain how the organization changes its internal rules. This section may identify who can propose amendments and what approval is required.

Dissolution

The bylaws may address what happens when the nonprofit closes. For a 501(c)(3) organization, its organizing documents must generally ensure that its assets remain dedicated to exempt purposes if the organization dissolves.

501c3 Bylaws

501c3 bylaws are the internal rules used by an organization seeking or maintaining recognition under Section 501(c)(3).
The bylaws should support the organization's governance and should not conflict with its organizing documents or applicable law.
It is important to understand that bylaws alone do not create 501(c)(3) tax-exempt status.
 The IRS states that an organization seeking recognition under Section 501(c)(3) must meet specific organizational and operational requirements. Its organizing document must also contain appropriate provisions concerning its exempt purposes and dedication of assets.
If your nonprofit has adopted bylaws, the IRS generally asks for a current copy when required as part of the exemption application.
GET STARTED

Nonprofit Bylaws Template

A nonprofit bylaws template can provide a starting point for creating your organization's internal rules.

 A basic template may include sections for:
  • Organization name
  • Purpose
  • Board of directors
  • Officers
  • Meetings
  • Voting
  • Committees
  • Conflicts of interest
  • Financial procedures
  • Amendments
  • Dissolution
A template can make it easier to organize the document, but it should not be treated as a one-size-fits-all solution.
Your bylaws should reflect your nonprofit's actual structure and the requirements that apply in your state.

Sample Nonprofit Bylaws

Sample nonprofit bylaws can help new organizations understand how nonprofit governance documents are commonly structured.
 A sample may show how to organize sections covering board meetings, officers, voting, committees, membership, and amendments.
However, copying a sample without reviewing it can create problems if it contains provisions that do not match your nonprofit.
For example, a nonprofit with voting members may need different membership provisions from a nonprofit governed entirely by its board.
Use samples as a reference and make sure the final document fits your organization.
CREATE YOUR NONPROFIT DOCUMENTS

How to Write Nonprofit Bylaws

If you are wondering how to write nonprofit bylaws, start by identifying how your organization will actually operate.

Start with the nonprofit’s legal name and basic organizational details.

Make sure the information matches your formation documents.

Explain how the board or other governing body will be structured.

Include rules about selection, terms, vacancies, meetings, and responsibilities.

Identify the officers your nonprofit will use and describe their responsibilities. 

Make sure the roles are practical for the size and structure of your organization. 

Explain when regular meetings take place and how special meetings can be called.

Include notice, quorum, and voting procedures.

If your nonprofit has members with voting rights, explain membership eligibility, voting rights, meetings, and termination.

If there are no voting members, the bylaws should clearly reflect that structure.

If committees will be used, explain how they are created and what authority they have.

Explain how the nonprofit can change its bylaws in the future.

The procedure should be clear and consistent with applicable law and the organization’s other governing documents.

Before adopting the bylaws, check them against your Articles of Incorporation, state requirements, and the nonprofit’s intended operations. 

For organizations seeking 501(c)(3) status, make sure the bylaws and organizing documents work together and do not create conflicting provisions.

GET HELP WITH NONPROFIT FORMATION

Do Nonprofit Bylaws Need to Be Filed?

In many cases, bylaws are internal governance documents rather than documents filed with the state.
State requirements can vary, so a nonprofit should check the rules where it is formed
The IRS also distinguishes bylaws from organizing documents. If an organization has adopted bylaws, it generally provides a current copy when required for its federal tax-exemption application.
Keep the adopted bylaws and later amendments with the nonprofit's official records.

Can Nonprofit Bylaws Be Changed?

Yes. A nonprofit can generally amend its bylaws according to the amendment procedure included in its governing documents and applicable law.
 Changes may be needed when:
  • The board structure changes
  • New officer positions are added
  • Membership rules change
  • Meeting procedures change
  • Committee responsibilities change
  • Voting rules are updated
  • The organization's operations change
Keep a record of approved amendments and maintain a current version of the bylaws.
For organizations filing Form 990, the IRS requires reporting of certain significant changes to governing documents and bylaws when applicable.

Nonprofit Bylaws vs Articles of Incorporation

These documents have different purposes.

 Articles of Incorporation or another organizing document establishes the nonprofit under state law.
Bylaws provide internal rules for governing and operating the organization.
For a 501(c)(3) organization, the IRS places specific requirements on the organization's organizing document, including limits on its purposes and provisions concerning the use of assets if the organization dissolves.
Your bylaws should support the structure established by the organizing documents.

Keep Your Nonprofit Documents Updated

Bylaws are only one part of maintaining organized nonprofit records.
Your organization may also need to maintain Articles of Incorporation, amendments, board minutes, resolutions, financial records, licenses, annual reports, tax filings, and other important documents.
Review your bylaws when your organization changes and keep the current approved version with your records.
RegisterMyBizNow provides nonprofit formation, registration, filing, and business compliance services to help organizations manage important requirements.
EXPLORE NONPROFIT SERVICES

Why We Use Email & Text

We are very busy helping clients register their businesses. To give your files our full attention and complete your work fast, we do not take phone calls. Operating entirely by email or text allows us to focus on your needs without interruptions.
We review all messages quickly and will reply within 48 hours or less.

Frequently Asked Questions

Everything you need to know about setting up your limited liability company.

Nonprofit bylaws are internal rules that explain how an organization is governed and operated. They can cover directors, officers, meetings, voting, membership, committees, amendments, and other procedures.

Requirements vary by state. Federal tax law does not generally require specific language in bylaws, but state law may require nonprofit corporations to have them.

501c3 bylaws are the internal governance rules of an organization seeking or maintaining federal tax-exempt status under Section 501(c)(3). Bylaws alone do not establish tax-exempt status.

Yes. A template can provide a useful starting point. The final bylaws should reflect your nonprofit’s actual structure and applicable state requirements.

They commonly address the board, officers, meetings, voting, membership, committees, amendments, conflicts of interest, financial procedures, and dissolution.

Start by defining your organization’s governance structure. Then establish rules for directors, officers, meetings, voting, membership, committees, amendments, and other internal procedures. Review the final document against state requirements and your organizing documents.

Often, bylaws are kept as internal records rather than filed with the state. However, requirements vary by state, so check the rules where your nonprofit is formed.

Federal tax law does not require specific bylaw language for most organizations. If an organization has adopted bylaws, the IRS may request a current copy during the tax-exemption application process.

Yes. Bylaws can generally be amended according to the procedures included in the bylaws and applicable law.

No. Articles of Incorporation are used to establish the nonprofit under state law. Bylaws establish the organization’s internal governance rules.