How to Write Nonprofit Bylaws

Who Writes Nonprofit Bylaws

Bylaws are typically drafted by the people forming the organization, often the incorporator named on the articles of incorporation or the founding group that will make up the initial board. There is no state filing involved in writing them; the work happens entirely outside any government office, which gives founders real flexibility to tailor the document to how the organization will actually operate.

When Bylaws Get Adopted

Most nonprofits adopt their bylaws at an organizational meeting held shortly after the articles of incorporation are filed and the entity legally exists. At that meeting, the initial board typically votes to formally adopt the bylaws, elects officers, and takes care of other startup business, such as authorizing a bank account. Until the board formally adopts them, a draft of the bylaws is just a draft, not a binding governing document.

Start From Your Actual Governance Plan, Not a Template

Before writing specific sections, settle the practical questions a template cannot answer for you: how many directors will the board have, how long are their terms, how often will the board meet, and who will serve as officers. Writing the bylaws around decisions you've already made is far more reliable than adjusting a downloaded template to try to fit decisions you make later.

Core Sections Most Nonprofit Bylaws Include

While the exact structure varies, most nonprofit bylaws address a consistent set of topics:

• Board composition and terms: how many directors, how they are elected or appointed, and how long each term lasts
• Meetings: how often the board meets, how notice is given, and what quorum is required to take action
• Officers: which officer titles exist, such as president, secretary, and treasurer, and what each one is responsible for
• Committees: whether the board can create standing or special committees, and how they are authorized
• Amendment procedure: how the bylaws themselves can be changed in the future, typically by a board vote at a regular or special meeting

Matching Bylaws to Your State's Nonprofit Corporation Act

Your state's nonprofit corporation act may set default rules that apply if your bylaws are silent on a topic, or may require a minimum number of directors or specific officer positions. Confirm your state's baseline rules before finalizing your bylaws, so you know which topics the bylaws must address directly and which ones can rely on the state's default rule if you choose not to specify something different.

Bylaws and Your 501(c)(3) Application

When you apply for federal tax exemption, the IRS asks applicants to submit a copy of their bylaws along with the articles of incorporation, mainly to understand how the organization is actually governed. The IRS's compliance guidance for public charities also treats bylaws, along with articles of incorporation and board minutes, as core organizing and governance records worth keeping accurate and up to date on an ongoing basis.

Reviewing and Updating Bylaws Over Time

Bylaws written for a small founding board often need revisiting once the organization grows: a quorum rule that made sense for three directors may not fit a board of eleven, and a bylaws section written before the organization had any staff may not address officer and staff roles clearly enough once it does. Treat the bylaws as a living document to revisit every few years, or whenever a significant governance change happens, rather than something written once at formation and left alone.

Write for the Board You'll Actually Have

Resist the urge to copy a well-known national nonprofit's bylaws just because they are available online. A structure built for a large staffed organization with multiple committees often doesn't fit a small, all-volunteer board, and vice versa.

Keep the Amendment Process Realistic

Setting the bar for amending your own bylaws too high, such as requiring unanimous board approval, can make even a minor, obviously needed fix difficult later. A reasonable supermajority vote at a regular or special meeting is a common, workable standard.

Don't Duplicate What the Articles Already Cover

Avoid restating your purpose clause or dissolution clause inside the bylaws; those belong in the articles of incorporation. Keeping bylaws focused on internal governance, rather than duplicating state-filed language, reduces the risk of the two documents drifting out of sync if one is later amended.

Store the Adopted Version, With the Adoption Date

Keep the board-adopted version of your bylaws, along with the minutes showing when and how the board adopted it, in your permanent organizational records. This is the version banks, grantmakers, and the IRS will expect to see, not an earlier draft.

This Is Not Legal Advice

What your bylaws must address, versus what they may address, depends on your specific state's nonprofit corporation act. A nonprofit attorney can review a draft before your board formally adopts it.