Nonprofit Bylaws vs. Articles of Incorporation

Two Documents, Two Different Jobs

Every nonprofit corporation has at least two foundational documents: articles of incorporation and bylaws. They are often prepared around the same time, and both typically get submitted to the IRS with a 501(c)(3) application, but they are not interchangeable, and each does a job the other does not.

Articles of Incorporation: Creating the Legal Entity

Articles of incorporation are the document filed with a state's filing office, such as the Secretary of State, that legally brings the nonprofit corporation into existence. They typically include the organization's name, its registered agent and registered office, and the required purpose and dissolution clauses that satisfy the IRS's organizational test for 501(c)(3) status. Because this document is filed with the state, it becomes part of the public record, searchable the same way a for-profit corporation's formation documents are.

Bylaws: Running the Organization Day to Day

Bylaws are the nonprofit's internal rulebook, adopted by the board after incorporation rather than filed with the state. They typically cover board size and how directors are elected or removed, how often the board and any committees meet, quorum and voting rules, officer titles and duties, and the procedure for amending the bylaws themselves. None of this operational detail usually appears in the articles of incorporation, and states generally do not require it to.

Why Both Matter for 501(c)(3) Status

When you apply for federal tax exemption, the IRS's organizational test looks specifically at your articles of incorporation to confirm the required purpose and dissolution language is present. Separately, the IRS also asks applicants to submit a copy of their bylaws as part of the application, mainly to understand how the organization is actually governed, even though the bylaws themselves are not what the organizational test is checking. An application is generally expected to include both documents, serving these two different functions.

Public Record vs. Internal Document

Because articles of incorporation are filed with the state, anyone can typically look them up through the state's business entity search. Bylaws, by contrast, are an internal document the organization keeps itself; they are not filed with the state and are not part of the public business entity record, though a grantmaker or major donor may sometimes ask to see a copy as part of due diligence.

Amending Each Document

Changing the articles of incorporation, such as updating the organization's name or registered agent, generally requires filing a formal amendment with the state's filing office and paying its fee. Changing the bylaws is usually simpler: most bylaws include their own amendment procedure, commonly a vote of the board at a regular or special meeting, with no state filing or fee involved. This difference is one of the most practical reasons to put operational detail that may change often, such as the exact number of board meetings per year, in the bylaws rather than the articles.

What Happens if They Conflict

If a provision in the bylaws conflicts with something in the articles of incorporation, or with the state's nonprofit corporation act itself, the articles and the underlying statute generally control, since the articles are the organization's foundational legal document and the bylaws operate beneath it. Keeping both documents reviewed together when you make a significant governance change helps avoid this kind of conflict before it becomes a problem.

Keep Both Documents in the Same Place

Banks, grantmakers, and your own board will ask for one or both of these documents repeatedly. Keep an up-to-date copy of both the filed articles of incorporation and the current bylaws together, rather than treating them as separate records kept by different people.

Review Bylaws More Often Than Articles

Because bylaws cover day-to-day governance, it's reasonable to revisit them every few years, or after a significant change like growing board size, while articles of incorporation typically only need updating when something fundamental changes, such as the organization's name or registered agent.

A State Amendment Doesn't Update Your Bylaws Automatically

If you amend your articles of incorporation, check whether anything in your bylaws references the old language, such as an outdated organization name or address, since updating one document does not automatically update the other.

Don't Let Bylaws Drift From Actual Practice

If your board has stopped following a specific bylaws provision, such as a stated number of annual meetings, treat that as a prompt to formally amend the bylaws to match your actual practice, rather than leaving a governing document that doesn't reflect reality.

This Is Not Legal Advice

What belongs in your articles of incorporation versus your bylaws, and how to handle a conflict between the two, can depend on your specific state's nonprofit corporation act. A nonprofit attorney can review both documents together before you file or amend either one.