Free nonprofit bylaws template

How to fill it in

Have your articles of incorporation open while you work. Anything the articles already fix, such as the corporation's name, its purposes, or the dissolution clause, has to match word for word or at least say nothing that contradicts it. Then work through the brackets in this order.

• Article I: the exact legal name from the articles, the principal office, and the registered agent on file with the state.
• Article II: pick the 501(c)(3) purpose category and write a one-sentence mission. Keep it broad enough that a new program next year still fits.
• Article III: choose Option A (no members) or Option B (voting members) and delete the other. Pick A unless you want an outside group, such as dues-paying members, to elect the board.
• Article IV: set the board as a range, for example 5 to 11, so a resignation does not leave you in breach. Then set term length, staggering, and term limits.
• Articles V and VI: fill in notice periods, the quorum, and the officer terms. Check each number against your state's statute before you settle on it.
• Articles VIII to XI: delete the chapters article if you will not have chapters, and set the dollar thresholds for contracts and two-signature payments.
• Article XIV: decide what vote amends the bylaws. We recommend two-thirds of the directors in office, with advance written notice of the exact text.
• Have the board adopt the final text by vote or unanimous written consent. Then the secretary completes the certificate of adoption and the chair signs it.

Bylaws vs. articles of incorporation

These two documents get mixed up more than any others in nonprofit formation. The articles are the public charter filed with the state. They create the corporation, and for a 501(c)(3) they must carry the language the IRS checks for exemption. The Form 1023 instructions say a corporation's organizing document is its articles of incorporation, and that the organizing document must limit the organization's purposes and permanently dedicate its assets to exempt purposes. So the purpose clause and the dissolution clause have to be in the articles. Putting them only in the bylaws does not satisfy that test for a corporation. The IRS gives a sample dissolution clause in those instructions, and Article XIII of this template follows it so the two documents agree. Bylaws do the rest: board mechanics, officers, meetings, money controls. They are easier to change because the board usually amends them itself, without a state filing. When the two documents conflict, the articles control, and this template says so in its opening paragraph.

What the IRS looks for in your bylaws

The IRS reads your bylaws when you apply for exemption and asks about them every year after that. Form 1023 tells applicants that have bylaws to upload a current copy with all amendments. It also says bylaws do not need to be signed unless they are the organizing document, which for a corporation they are not. After exemption, Part VI of Form 990 turns the bylaws into a series of yes-or-no questions that are part of a public return.

• Line 4 asks whether you made significant changes to your governing documents since the last return. The instructions list examples, including changes to the number, composition, qualifications, authority, or duties of voting board members, to quorum and voting rules, to the amendment process, and to the distribution of assets on dissolution.
• Lines 8a and 8b ask whether the board and its authorized committees documented every meeting and written action at the time. The instructions define that as by the later of the next meeting or 60 days after the meeting or action. Article XI of this template sets a deadline for circulating draft minutes for that reason.
• Line 12a asks whether you had a written conflict of interest policy at year end. Line 12b asks whether officers, directors, trustees, and key employees must disclose their interests annually.
• Lines 13 and 14 ask about a written whistleblower policy and a document retention and destruction policy. The instructions note that federal law (18 U.S.C. sections 1513(e) and 1519) imposes criminal liability on tax-exempt organizations for retaliating against whistleblowers who report federal offenses and for destroying records to obstruct a federal investigation.
• Line 19 asks whether you made your governing documents, conflict of interest policy, and financial statements available to the public. The instructions say federal tax law does not require that unless the documents were part of a publicly available form, such as Form 1023. Bylaws you uploaded with your exemption application fall into that category.

Conflicts of interest and executive pay

This is where small boards get into trouble. A director's spouse runs the catering company, or the founder wants to rent the organization office space in a building they own. Neither is automatically improper. What matters is how the board handles it. Article IX follows the structure of the sample conflict of interest policy the IRS publishes as Appendix A to the Form 1023 instructions. The interested person discloses the interest and the material facts. They leave the room while the remaining directors decide whether a conflict exists, and again for the discussion and vote. The disinterested directors approve the deal only if it is fair, reasonable, and in the organization's interest, and the minutes record who disclosed what and how the vote went. Each director also signs an annual statement. Pay works the same way. Form 990 line 15 asks whether the process for setting the top manager's compensation included three elements: approval by the board or a compensation committee without conflicted members, use of data on comparable pay for similar positions at similar organizations, and contemporaneous documentation of the decision. The instructions point to Treasury Regulation section 53.4958-6 for when a board member counts as conflicted. Section 9.6 of the template builds all three in. Follow them every time, even when the executive director is paid modestly.

State law sets the floor: Washington as an example

Every state has its own nonprofit corporation act, and it overrides your bylaws wherever they conflict. Some rules are defaults you can change in the bylaws. Others are hard limits. Washington's act, RCW chapter 24.03A, shows how much detail a state can supply, and every point below comes from the statute text.

• Board size: RCW 24.03A.505 allows one director in general, but requires three or more for a corporation the IRS has determined to be a public charity under Code section 509(a)(1) through (4), or that has applied for that status. Directors under 18 may not exceed three or one-third of the board, whichever is fewer.
• Terms: under RCW 24.03A.515, a director's term is one year if the articles and bylaws are silent, and an elected director's term may not exceed five years.
• Notice: RCW 24.03A.555 requires at least 48 hours' notice of a special board meeting unless the articles or bylaws set a different period. The president, the secretary, or 20 percent of the directors may call one.
• Quorum and proxies: RCW 24.03A.565 makes a majority of the directors in office the default quorum, lets the bylaws lower it to no fewer than one-third, and bars proxy voting by directors.
• Written consent: RCW 24.03A.570 allows board action without a meeting if every director entitled to vote signs a consent, unless the articles or bylaws prohibit it.
• Officers and loans: RCW 24.03A.585 requires a president, secretary, and treasurer and bars one person from holding both president and secretary. RCW 24.03A.605 prohibits loans to directors and officers, with narrow exceptions, and makes the directors who approve one personally liable for it.

Nonprofit bylaws vs. corporate bylaws vs. an LLC operating agreement

Do not adapt a for-profit document. Corporate bylaws for a business are built around shareholders: share classes, dividends, stock transfers, and shareholder meetings. A charity has no owners, and its bylaws must point the other way, with assets locked to exempt purposes and nothing distributed to insiders. An LLC operating agreement is a contract among the LLC's members about profits, capital, and management, and it is the wrong document for a nonprofit corporation. Use this template when the organization is a nonprofit corporation formed under a state nonprofit act and intends to be, or already is, a 501(c)(3). If you are forming a business corporation, use corporate bylaws. If you are forming an LLC, use an operating agreement.

Adopting, amending, and when to get help

Founders usually adopt the first bylaws at the organizational meeting, together with resolutions electing officers, opening a bank account, and authorizing the exemption application. Washington, for example, says in RCW 24.03A.125 that the board adopts the initial bylaws. Record the vote in the minutes, then have the secretary sign the certificate of adoption and keep the signed copy with the corporate records. After that, amend the bylaws under Article XIV and mark each amendment's date on the first page. Report significant changes on your next Form 990 under Part VI, line 4. Keep the filings current as well. The IRS says organizations that fail to file a required annual return or notice for three consecutive years automatically lose their exemption, under Code section 6033(j). Small organizations whose gross receipts are normally $50,000 or less can generally file the short Form 990-N e-Postcard instead. Get a nonprofit lawyer to review the bylaws before adoption if you plan to have voting members, chapters that hold their own money, paid staff on the board, or a merger or affiliation with another organization. Those choices are hard to undo once they are in the bylaws and in your state's records.