Nonprofit Bylaws

An incredibly important, yet often ignored, document for any nonprofit organization is the Bylaws.

The Bylaws provide the overall structure controlling how an organization is managed and operated on a day-to-day basis.  In a sense, Bylaws represent an agreement between the organization and the individuals involved with the organization as members, officers, directors, committee members, etc.

Questions of authority, voting, control, and procedure should all be clearly addressed in the Bylaws.

In most situations, best practice is to keep the Bylaws fairly broad in scope to give organizational leaders adequate flexibility to govern the organization—specific policies are better memorialized outside the Bylaws in separate written policy statements or resolutions.

Nonprofit Bylaws should address, at a minimum, the following topics:

  • Officers and directors
  • Voting and elections
  • Meetings
  • Notices
  • Committees
  • Disciplinary procedures (e.g., removal of officers, directors)
  • Indemnification
  • Compensation and employment issues

A “best practice” is for a nonprofit board to review its Bylaws periodically to ensure accuracy with current operations and other corporate governance documents.

Seeking 501(c)(3) status? See our package for nonprofit startups.

Want ongoing legal support? See our governance & compliance package.