Verdict: Bylaws are your nonprofit's operating system, write them as a stable governance framework, not an operations manual.
What works: Covering the twelve core provisions (name, purpose, board, officers, meetings, committees, finances, conflict of interest, amendments, dissolution, indemnification, non-discrimination), having counsel review before adoption, and adopting by board vote.
What doesn't: Putting volatile operational detail into bylaws, specific meeting dates, exact dollar thresholds, HR procedures, named individuals. These make the document fragile and expensive to maintain.
Best for: Founders drafting their first set of bylaws as part of forming a 501(c)(3).
Worth considering if: Your organization is transitioning leadership, adding a membership structure, or responding to a change in your state's nonprofit corporation act.
Table of contents
This guide is educational and not legal advice. State requirements vary. Have your bylaws reviewed by qualified counsel before adoption.
What are nonprofit bylaws?
Nonprofit bylaws are the internal rules that govern how your organization operates. They define who makes decisions, how those decisions get made, and how the organization holds itself accountable to its mission and its stakeholders.
Think of bylaws as your nonprofit's operating system. Everything else, your programs, your fundraising, your hiring, your board votes, runs on top of what you put in this document. That is also why bylaws are required for nonprofit incorporation and for IRS 501(c)(3) applications, even though most founders have never written one before.
Bylaws and articles of incorporation are not the same document. Articles of incorporation are filed publicly with your state when you incorporate. Bylaws are internal: not filed with the state, not filed with the IRS, but kept in your corporate records and used to run the organization. The IRS commonly requests bylaws as supporting documentation during 501(c)(3) review (see About Form 1023), which is why drafting them well, before you file, matters.
Bylaws are typically one of the first governance documents a founding board adopts, often at the first nonprofit board meeting, alongside an initial conflict-of-interest policy and the election of officers.
Why your nonprofit needs bylaws
Bylaws are not paperwork you write once and forget. They are the document you reach for when something is contested, ambiguous, or going wrong. A few concrete scenarios:
- A board member wants to remove another board member. Without bylaws that define the removal process, the dispute becomes personal. With bylaws, the answer is procedural: who can move for removal, what notice is required, and what vote threshold applies.
- You need to change your fiscal year. Bylaws that fix the fiscal year tell you exactly how to amend it. Bylaws that are silent leave you guessing whether a simple board vote is enough.
- A donor or grantmaker asks how your board operates. Sophisticated funders read bylaws as a governance signal. Clear, current bylaws build trust. Vague or contradictory bylaws raise red flags.
- The IRS asks for them during 501(c)(3) review. Form 1023 reviewers commonly request bylaws to confirm the organization is set up to operate exclusively for exempt purposes.
- A board member or officer is sued personally. Indemnification language in your bylaws is part of what protects them, and the organization, from open-ended exposure.
Bylaws are protection. They are also the document that lets your nonprofit board of directors act with confidence, because the rules are written down.
What to include in nonprofit bylaws: required provisions
Most well-drafted nonprofit bylaws cover the same core set of provisions. The exact language belongs to you and your counsel, but every provision below should appear in some form.
1. Name and purpose
State the legal name of the organization exactly as it appears in your articles of incorporation. Then state the charitable purpose, narrow enough to describe what you actually do, broad enough to give you room to grow inside your exempt category. The purpose clause should be consistent with the exempt-purpose language in your articles and your Form 1023 application.
2. Membership structure
Decide whether your nonprofit has voting members (people with statutory rights to elect directors or approve major changes) or whether the board is self-perpetuating. Many small 501(c)(3)s choose a non-member structure for simplicity. If you do have members, define eligibility, rights, dues if any, and procedures for admission, termination, and resignation.
3. Board composition and terms
Specify the size of the board (often a range, e.g., between 3 and 15 directors), qualifications, how directors are elected, term length, and whether terms are staggered. Two- or three-year terms with staggered classes are common in practice because they give the board institutional memory without locking in any single class indefinitely. Cover removal of directors, filling of vacancies, and any limits on consecutive terms.
4. Officer roles and duties
At minimum, most bylaws name a President or Board Chair, a Secretary, and a Treasurer. Describe each officer's authority and duties at a level that survives turnover: the Secretary keeps minutes and corporate records; the Treasurer oversees financial reporting and the audit relationship; the Chair runs meetings and represents the board externally. Include how officers are elected, term length, and how vacancies are filled. Avoid naming specific people, those go in the meeting minutes, not the bylaws.
5. Meeting procedures
Cover regular and special meetings of the board: how often the board meets, who can call a special meeting, notice requirements, quorum, and voting procedures. Modern bylaws should also address virtual and hybrid meetings, action by unanimous written consent, and, if applicable, proxy rules. Keep specific meeting dates out of the bylaws (those change); keep the procedural rules in.
6. Committees
Authorize the board to establish standing and ad hoc committees, and define which committees, if any, can exercise board authority versus which can only advise. Common standing committees include Executive, Finance/Audit, Governance, and Nominating. Specify how committee members are appointed and how committees report to the board.
7. Financial oversight
Establish that the board approves an annual budget, that the Treasurer is responsible for financial reports, and that the fiscal year is defined (often a placeholder in the template you can fill in). Reference, but do not duplicate, separate financial policies (gift acceptance, reserve, investment, spending authority thresholds). Bylaws set the oversight framework; the policies handle the operational detail. Free donor management tools can help you maintain the donor records that bylaws and Form 990 reporting require.
8. Conflict of interest policy
Your bylaws should require the organization to adopt and follow a conflict-of-interest policy and to obtain annual disclosures from directors and officers. The IRS Form 990 asks each filer whether it has a written conflict-of-interest policy (Form 990, Part VI, Section B, Line 12), which makes this both a governance best practice and a question you will see on every annual return. See About Form 990 and the Form 990 instructions for the current question text. For a model policy, see our guide to a conflict of interest policy.
9. Amendment procedures
Specify how the bylaws themselves can be amended. A common threshold is a two-thirds vote of directors with advance written notice, but the right threshold is whatever your board chooses; set your own. The point is that the threshold is high enough to prevent casual rewrites and low enough that the board can actually amend the document when circumstances change.
10. Dissolution clause
This one is non-negotiable for 501(c)(3) status. Your bylaws (or your articles of incorporation) must include language stating that on dissolution, the organization's remaining assets will be distributed for one or more exempt purposes, or to the federal government, or to a state or local government for a public purpose. This requirement comes from Treasury Regulation 1.501(c)(3)-1(b)(4); see the canonical text at eCFR 1.501(c)(3)-1(3)-1). Most counsel place the operative dissolution language in the articles and reference it in the bylaws.
11. Indemnification
State the organization's commitment to indemnify directors, officers, and (often) volunteers and employees for actions taken in good faith on behalf of the organization, to the fullest extent permitted by applicable state law. Pair indemnification with a D&O insurance policy; the bylaw provision creates the obligation, the insurance funds it.
12. Non-discrimination
Include a non-discrimination statement covering programs, services, and employment. This both reflects organizational values and supports compliance with funder, federal, and state requirements.
For more on board-specific provisions, including duties of care, loyalty, and obedience, see our deeper guide to the nonprofit board of directors. Bylaws are also submitted as part of your 501(c)(3) application.
What NOT to include in your bylaws
The most common bylaws mistake is putting operational detail into a governance document. Bylaws are hard to change on purpose, so the things you put in them should be the things that should not change easily. Everything else belongs somewhere else.
Leave these out of bylaws:
- Specific meeting dates. "The board meets on the second Tuesday of March, June, September, and December" locks you into a schedule you will eventually need to change. Say "the board meets at least quarterly" and let the board set actual dates in resolutions.
- Exact dollar amounts for spending authority. "The Executive Director may approve expenses up to $5,000 without board consent" was fine in 2015 and is no longer fine now. Put the spending authority framework in a separate financial policy that the board can update annually.
- Detailed financial procedures. How invoices are paid, how reimbursements are processed, who signs checks: those belong in a financial policies and procedures manual, not bylaws.
- HR policies. Vacation, sick leave, performance review processes, code of conduct: all belong in an employee handbook.
- Program details. What services you offer, how clients qualify, what your hours are: these change as the organization evolves. Bylaws should describe purpose, not programs.
- Named individuals. Founders, current directors, the current Executive Director: name positions, not people.
- Overly restrictive provisions. Anything that requires unanimous consent, requires a specific person to be present, or limits the board's flexibility to manage the organization in ways the board cannot foresee.
- Operational language copied from sample bylaws you do not understand. If your counsel cannot explain why a clause is there, it does not belong in your bylaws.
The test for any clause: "Would I be comfortable defending this in court three years from now, even if the circumstances of the organization have changed?" If the answer is no, the clause belongs in a policy that can be updated by board vote, not in bylaws that require a supermajority amendment.
Nonprofit bylaws vs. articles of incorporation
Founders routinely conflate bylaws with articles of incorporation. They are two different documents with two different jobs. Three documents need to align with your actual governance: your articles of incorporation, your bylaws, and the answers you give on IRS Form 990 each year. If any two of those drift apart, you have a problem.
|
| What it is | The legal document that creates the corporation | The internal rules for operating the corporation |
| Filed with | Your state (Secretary of State or equivalent) | Not filed; kept in corporate records |
| Public | Yes | No |
| Typical contents | Legal name, registered agent, exempt purpose, dissolution clause, incorporator(s) | Board structure, officers, meetings, committees, amendments, indemnification, non-discrimination |
| How to change | File amended articles with the state; usually a fee | Amend by board (and member, if applicable) vote per the amendment clause |
| Ease of change | Harder, slower, public | Easier, faster, internal |
| Required for 501(c)(3)? | Yes (the IRS requires an organizing document) | Commonly requested as supporting documentation |
A practical rule: if a conflict ever arises between your articles and your bylaws, your articles generally govern, because they are the higher-order document filed with the state. The cleanest fix is to never let a conflict develop in the first place: when you amend one document, check whether the other needs to be conformed.
State-specific bylaws requirements
Nonprofit corporations are creatures of state law. Each state has its own nonprofit corporation act that sets default rules for things bylaws can override, and a few mandatory rules bylaws cannot. A few patterns worth knowing:
- Some states require specific provisions in either bylaws or articles, such as a dissolution clause, an indemnification framework, or specific notice rules.
- Some states have default rules that apply when bylaws are silent (e.g., default quorum, default notice period for special meetings). If your bylaws do not address a topic, the state's default fills the gap, and you may not love the default.
- Some state corporation acts specify an annual meeting window. Many require that an annual meeting be held within a defined period; the specific window varies by state. Check your state's nonprofit corporation act before you write the annual meeting clause.
- Member rights vary by state. If you choose a membership structure, the rights you must give members (notice, voting, inspection of records) are often set by state statute, not by you.
For state-by-state guidance, the best starting point is the National Council of Nonprofits state association directory, which lists the state nonprofit association for every U.S. state. State associations typically maintain plain-language guides to local incorporation, governance, and reporting requirements. Have your bylaws reviewed by qualified counsel licensed in your state before adoption.
How to write nonprofit bylaws: step-by-step
Here is a practical sequence a founding board can follow, from blank page to ratified bylaws.
- 1. Review your state's nonprofit corporation act. (1 to 2 hours) Read or skim the section of your state's corporations code that governs nonprofits, or read your state nonprofit association's plain-language summary. Note any mandatory provisions and any default rules you want to override.
- 2. Gather sample bylaws from similar organizations. (1 hour) Look at bylaws of two or three nonprofits in your state and your subsector. State associations and the National Council of Nonprofits maintain sample documents.
- 3. Draft using a template as a starting point. (3 to 5 hours) Use the inline template below as a structural starting point. Do not adopt sample language you do not understand.
- 4. Customize for your specific needs. (2 to 4 hours) Fill in: board size and term, officer slate, fiscal year, quorum, amendment threshold, conflict-of-interest framework. Strip out provisions that do not apply to your structure (e.g., member sections if you are a non-member organization).
- 5. Circulate for board review and discussion. (1 to 2 weeks of calendar time) Give the founding directors at least a week to read the draft and propose changes. Hold a working session, not just a vote.
- 6. Get legal review if budget allows. (1 to 2 weeks of calendar time) Even a short engagement with nonprofit counsel licensed in your state can flag state-specific issues and structural problems before adoption. For YMYL-level confidence, this step is the one to fund.
- 7. Formally adopt by board vote. (1 board meeting) Bring the final draft to a board meeting, move adoption, vote, and record the vote in the minutes. The bylaws take effect on the date the board adopts them (or whatever effective date the bylaws specify).
- 8. Keep a signed copy in corporate records. (15 minutes) File the adopted bylaws, signed and dated, in your corporate minute book. Make sure your Secretary knows where the official copy lives. The bylaws are now active.
Once your bylaws are ratified, you can move to the other day-one mechanic of a new 501(c)(3): raising money. Most founders have never done that either. This is the part Zeffy handles.
Zeffy is a free donation platform for nonprofits: donation forms, ticketing for events, P2P fundraising, donor management, and an embeddable donate button you can drop on a brand-new site. You can set up recurring donations the same week your bylaws are signed, so the organization has predictable monthly revenue from month one. 100K+ nonprofits, $2B+ raised, $0 in fees through the platform.
Free nonprofit bylaws template
Use the inline template below as a structural starting point for your bylaws. Every bracketed placeholder is something you should customize for your organization, and every article is something you should review with counsel licensed in your state before adoption. This template is educational, not legal advice.
Customization notes appear under each article in italics.
Article I: Name
The name of this organization shall be [Organization Name], hereinafter referred to as the "Organization."
Customization: use the exact legal name from your articles of incorporation.
Article II: Purpose
The Organization is organized exclusively for charitable, educational, [and/or other exempt] purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. The specific purpose of the Organization is [state your charitable mission].
Customization: make this consistent with the exempt-purpose language in your articles of incorporation and your Form 1023 application.
Article III: Membership
- 1. Membership eligibility: Membership in the Organization shall be open to [describe eligibility criteria, or state "The Organization shall not have members"].
- 2. Types of membership: The Organization shall offer [list categories, if any].
- 3. Rights and responsibilities: Members shall have the right to [list rights] and shall be responsible for [list responsibilities].
- 4. Admission procedures: Prospective members shall apply by [describe process].
- 5. Termination and resignation: Membership may be terminated or resigned per [state procedures].
Customization: many small 501(c)(3)s choose a non-member structure. If you do, replace this entire article with a single sentence: "The Organization shall not have members within the meaning of [state] nonprofit corporation law."
Article IV: Board of Directors
- 1. Composition: The affairs of the Organization shall be managed by a Board of Directors consisting of not fewer than [number] and not more than [number] directors.
- 2. Duties and powers: The Board shall have ultimate responsibility for the governance and oversight of the Organization, including [list].
- 3. Election and terms: Directors shall be elected by [describe process] and shall serve staggered terms of [number] years.
- 4. Removal and vacancies: A director may be removed [describe vote and notice]. Vacancies shall be filled [describe process].
- 5. Meetings: The Board shall meet at least [frequency]. Special meetings may be called by [describe].
- 6. Committees: The Board may establish standing and ad hoc committees and define their composition, duties, and authority.
Customization: pick a board size range (not a fixed number), choose term length (commonly 2 to 3 years), and decide whether to stagger terms.
Article V: Officers
- 1. Titles and duties: The officers of the Organization shall include a President (or Board Chair), a Vice President, a Secretary, and a Treasurer. Each officer shall have the duties customarily associated with the office and any additional duties assigned by the Board.
- 2. Election and terms: Officers shall be elected by the Board and shall serve for a term of [number] year(s).
- 3. Vacancies: Vacancies in officer positions shall be filled by [describe procedure].
Article VI: Meetings
- 1. Annual meeting: The Organization shall hold an annual meeting [for the purpose of electing directors, reviewing annual reports, and conducting other business].
- 2. Regular and special meetings: Regular meetings shall be held at least [frequency]. Special meetings may be called by [describe].
- 3. Notice: Notice of each meeting shall be given to directors at least [number] days in advance.
- 4. Quorum: A quorum shall consist of [describe, commonly a majority of directors then in office].
- 5. Virtual and hybrid meetings: Directors may participate in any meeting by remote communication that allows all participants to hear one another simultaneously.
- 6. Action without a meeting: Any action that may be taken at a meeting may be taken without a meeting by unanimous written consent.
Customization: check your state's nonprofit corporation act for any annual meeting window or notice requirements before you finalize this article.
Article VII: Finances
- 1. Fiscal year: The fiscal year of the Organization shall be [specify].
- 2. Budget: The Board shall approve an annual budget.
- 3. Financial records: The Treasurer shall oversee the maintenance of accurate financial records and the presentation of financial reports to the Board.
- 4. Audit or financial review: The Board shall arrange for an annual audit or financial review as appropriate to the size of the Organization.
Customization: detailed financial procedures (check signing, expense thresholds, reserve targets) belong in a separate financial policy, not in bylaws.
Article VIII: Conflict of Interest
The Organization shall adopt and follow a written conflict-of-interest policy. Each director and officer shall complete an annual conflict-of-interest disclosure. Any director or officer with a material conflict shall disclose the conflict and shall not vote on the matter.
Customization: maintain the conflict-of-interest policy as a separate document referenced by the bylaws.
Article IX: Amendments
These bylaws may be amended by a [commonly two-thirds] vote of the directors then in office, provided that written notice of the proposed amendment is given to each director at least [number] days before the vote, and provided that any amendment is consistent with the Organization's exempt purposes.
Article X: Dissolution
On dissolution of the Organization, after payment of, or provision for, all of the Organization's liabilities, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal government, or to a state or local government for a public purpose. This provision is intended to satisfy the requirements of Treasury Regulation 1.501(c)(3)-1(b)(4).
Customization: confirm with counsel whether the operative dissolution language belongs in the articles, the bylaws, or both. Many states require this language in the articles.
Article XI: Indemnification and Non-Discrimination
- 1. Indemnification: The Organization shall indemnify and hold harmless its directors, officers, employees, and volunteers to the fullest extent permitted by applicable law for actions taken in good faith on behalf of the Organization.
- 2. Non-discrimination: The Organization shall not discriminate on the basis of race, color, national origin, religion, sex, sexual orientation, gender identity, age, disability, or any other status protected by applicable law in its programs, activities, or employment practices.
Effective date
These bylaws shall become effective on adoption by the Board of Directors on [date].
Once you have a draft you are happy with, take it back to step 5 of the how-to: board review, then optional counsel review, then formal adoption.
What are nonprofit bylaws?
Nonprofit bylaws are the internal rules that govern how a nonprofit organization operates: who serves on the board, how decisions are made, how meetings are run, how the bylaws themselves can be amended, and how the organization will dissolve if it ever winds down. Bylaws are kept in corporate records and used to resolve governance questions.
Do nonprofits have to have bylaws?
Yes. Bylaws are required for nonprofit incorporation in most states and are commonly requested by the IRS during Form 1023 review for 501(c)(3) status. Even where bylaws are not strictly required by statute, every funder, auditor, and sophisticated board member expects them.
How often should bylaws be reviewed?
Review your bylaws any time you make a significant structural change to the organization: launching a new program line, transitioning leadership, changing your fiscal year, adding members, or responding to a change in your state's nonprofit corporation act. There is no universal calendar cadence; the trigger is structural change, not the passage of time.
Can bylaws be changed after 501(c)(3) approval?
Yes. Bylaws are amended by board vote (and member vote, if applicable) per the amendment clause in your bylaws. You do not need IRS approval to amend bylaws. If an amendment materially changes your exempt purpose, governance structure, or dissolution clause, however, you may need to report it on your next Form 990 and, in some cases, file conforming amendments to your articles of incorporation.
What happens if bylaws conflict with state law?
State law generally wins. Your state's nonprofit corporation act sets mandatory rules that bylaws cannot override (for example, certain member rights, certain procedural protections). If a bylaw conflicts with one of those mandatory rules, the bylaw is unenforceable to the extent of the conflict. This is why a counsel review before adoption is worth the spend.
Do bylaws need to be notarized?
No. Bylaws are adopted by board vote and signed by an authorized officer (commonly the Secretary). Notarization is not required by the IRS or by typical state nonprofit corporation statutes. Some organizations choose to have the Secretary sign and date the adopted copy for the corporate records, but a notary stamp is not needed.
How do you format bylaws?
The standard format is by article and section: numbered articles (Article I, Article II, etc.) covering one major topic each, with numbered sections inside each article. Use clear headings, plain English, and consistent formatting for placeholders. Keep the document readable: bylaws that nobody can navigate are bylaws that nobody will follow.
Are bylaws filed with the IRS?
No. The IRS does not require bylaws to be filed and does not maintain a copy on the public record. The IRS may, however, request bylaws as supporting documentation during Form 1023 review for 501(c)(3) status, which is why they need to exist and be coherent before you file. See the IRS page on About Form 1023 at irs.gov/forms-pubs/about-form-1023.
What happens if an organization does not follow its bylaws?
Three things tend to happen. First, governance becomes ad hoc and disputes become personal rather than procedural. Second, funders and auditors lose trust, because the document the board adopted is not the document the board is running on. Third, in serious cases, decisions made outside the bylaws can be challenged as ultra vires, and directors can face personal exposure that indemnification and insurance may not fully cover. The fix is either to follow the bylaws as written or to amend the bylaws so they match how the organization actually operates.
Where can I find sample bylaws?
Start with your state nonprofit association (see the National Council of Nonprofits state association directory at councilofnonprofits.org/find-your-state-association) and IRS resources on Form 1023. Use samples as structural starting points, then customize and have counsel review before adoption.
.webp)
