FREE Nonprofit Bylaws Template

Nonprofit Bylaws Template

We created a sample nonprofit bylaws template your nonprofit can use as a starting point for your own. 

You can find lots more nonprofit management and board templates in My Board View – the 100% free board portal software for nonprofits. Sign up for your free account today!

Edit the sample bylaws template according to your own needs to make it your own. 

Note: This free resource is not intended to provide legal advice and should not be relied on as such. We advise you to coordinate with legal counsel for your bylaws drafting process.

Here’s what we’ll cover: 

Examples of Nonprofit Bylaws

Take a look at these nonprofit bylaws examples from different nonprofit organizations.

Habitat for Humanity

Habitat for Humanity brings communities together to help families around the globe build strength, stability and self-reliance through affordable homeownership.

Click here for the bylaws from the Sunshine Coast chapter.

United Way

United Way is focused on creating community-based solutions that strengthen the access to education, financial stability and health for vulnerable communities. It is one of the largest volunteer-led organizations in the world. 

Check out United Way’s bylaws by clicking here.

The Nature Conservancy of Canada

The Nature Conservancy of Canada (NCC) is Canada’s leading land conservation organization. It works with other nonprofits and governments to protect the natural areas that sustain Canada’s plants and wildlife. 

Click here to see what bylaws can look like for an environmental nonprofit.

These nonprofit bylaws examples should give you a good idea of how to get started with writing your own! For more sample nonprofit bylaws, do a quick Google search for bylaws in your sector as many nonprofit corporations make these publicly available.

How to Write Bylaws for a Nonprofit

Drafting nonprofit bylaws can be stressful and confusing, but it’s one of the most important compliance documents you’ll need when forming your nonprofit organization

But we’ve broken it down into this easy-to-understand guide that includes a free bylaws template for nonprofits!

Let’s get started. 

What are Nonprofit Bylaws?

Nonprofit bylaws are a legal document that outlines how your organization will be governed.

It guides the actions and decision-making of the executive director and members of the board, supports the smooth operation of internal affairs and can help resolve organizational conflicts.

Since they’re part of your legal requirements and must be filed with the Secretary of State, it can be useful to use a bylaws template for nonprofits so that you don’t miss out on important details.

But make sure you check with your state department for specific legal requirements since each state has their own rules and regulations.

Nonprofit bylaws contain:

  • Structure of the organization, size of the board and how it will function
  • Roles and duties of executive directors and members of the board
  • Rules and procedures for holding meetings, electing directors, and appointing officer positions 
  • Conflict of interest policies
  • How fundraising and grant monies will be distributed
  • Other essential corporate governance matters 

While bylaws aren’t public documents, it’s a good practice to make them publicly available as it helps to increase transparency and keeps you accountable to your mission. 

We’ve included sample bylaws for nonprofit organizations below to help you get started creating your own. If you’d like help managing your board and keeping track of important documents Sumac’s board management software can help!

What To Include In Your Nonprofit Bylaws Template

Bylaws are written for different audiences, from the IRS to state regulators, auditors, employees, members of the board, and donors. While government bodies are interested in your bylaws for compliance reasons, leadership uses bylaws to help with the administration and governance of the organization. 

When creating an initial bylaws template, nonprofit organizations must consider the various functions and purposes they serve. This is particularly important if you are not using a bylaws for nonprofit template, but are adapting it from a for-profit business instead (which have very different priorities).  

Make sure your bylaws take into account the various needs of each of your main audiences. 

As long as they don’t violate State law, you are free to create your own rules for how your nonprofit functions. While you don’t need to restate the laws governing nonprofits in your area, it is better to include them to ensure that all your operating rules are in one document. If your bylaws don’t contain rules for a particular issue, state law will be followed. 

Here are the main components of sample bylaws for nonprofit organizations. (You’ll also find examples of nonprofit bylaws at the end of this section.)

  • General information: You’ll need to include basic information about your nonprofit like your organization name, the corporation headquarters and addresses of any other locations where you operate. You’ll also need to state your federal tax code and internal revenue code
  • Statement of purpose: Include a specific statement of your nonprofit’s mission and vision. Avoid speaking about specific programs or initiatives as these can change, unlike your mission, or long-term goals which should remain the same over time. 
  • Leadership: Outline your leadership structure with the number of directors, principal offices, officer positions, vice-president and executive director. Define the authority of the board, their term of office, the process for handling vacancies, and hiring or removing members. You should also have a section on board member and officer elections, the general abiding terms, term limits (whether one-year terms or longer) and the minimum number needed to pass a resolution of the board (quorum). Don’t forget to state how board members are compensated as well as protected from personal liability (indemnification). 
  • Membership: If you have a membership program, state membership eligibility, tiers, dues and how you’ll manage voting rights (and whether all members will be voting members). If you need help running your program, Sumac’s nonprofit membership management software can help!
  • Committees: You can choose whether to have committees or not, but if you do, make sure your nonprofit bylaws template includes information about what they do, when they meet (including any special meetings of the board) and any rights they have, including voting rights
  • Meeting Guidelines and Voting Procedures: Lay out ground rules for regular meetings of the board of directors. Make sure to note the types of meetings you will have, such as annual meetings or special meetings of the board, and how often these meetings will take place in a fiscal year. You will also need to state what voting rights each person has and whether a majority vote or quorum is required to pass a motion.
  • Accounting: Describe how the corporation will manage accounting. For example, will you be operating within a fiscal year or calendar year? What are your deductibles? You should also note requirements for keeping corporate records and committee meeting minutes.
  • Conflict of Interest Policy: Make sure you have a separate conflict of interest policy as this is important for your board of directors to be able to take appropriate action in case such a situation should occur. You can create a separate policy document for this but make a note of it in your nonprofit bylaws template.
  • Documents retention and destruction: According to State law, nonprofits must maintain corporate records and executive meeting minutes which the board of directors need to destroy after a specified period of time. Make sure you have clear procedures for this. 
  • Amendments: Include a policy for making amendments. Make sure to answer questions like – Does your board of directors approve them? Do you need a majority vote? What is a quorum? Try to keep it simple, since you might need to make amendments more often than you think and you don’t want to complicate the process for your board of directors
  • Dissolution: You will need a pre-made plan for how your nonprofit will be dissolved and its assets distributed.
  • Unique Requirements: Since every nonprofit works differently, there might be regulations unique to your functioning which needs to be included in your bylaws.

To give you an idea of how they are written, here are two examples of nonprofit bylaws

Article II: Accounting

The treasurer of the corporation is responsible for solely and wholly maintaining the complete books, and shall do all necessary precursors to ensure that all financial and tax documents are properly handled and kept up to date. 

Article IV: Confidentiality 

The [nonprofit corporation] will never disclose the personal details about any of its beneficiaries. Furthermore, any employee found to have leaked information about beneficiaries shall be subject to immediate termination.

Tips for Writing Nonprofit Bylaws

Even if you’re using a bylaws for nonprofit template, writing them can be hard. There are a few things you’ll need to keep in mind. In this section we’ll provide you with a few tips and tricks on how to write bylaws for a nonprofit

1. Understand The State's Nonprofit Corporation law

Before creating your own, make sure you understand the laws you are required to follow in your state. You cannot create policies that are in violation of your state’s nonprofit corporation act. If you do, these provisions will be voided. 

Since nonprofit corporation acts vary between states, take the time to carefully review all state requirements.

2. Form A Committee To Write Your Bylaws

A bylaw committee leads the process of drafting, reviewing, and amending your nonprofit bylaws. It’s a good idea to create a committee for this as it ensures that bylaws are not just the responsibility of one person

Your bylaws committee should represent a cross-section of your organization so that they are created with everyone in mind. It also avoids the possibility of issues arising when sending them to the board or executive committee for approval.

3. Be Detailed, But Don’t Go Into Specifics

Your bylaws need to be comprehensive to avoid confusion or conflict in the future but shouldn’t go into too much detail.

You will need to inform the IRS and follow legal regulations to make amendments, so it’s best to leave out the specifics of your day-to-day operations, procedures that change frequently or rules that aren’t easy for your board members to comply with – as changing them isn’t easy. 

Try not to include in your bylaws those provisions that will tie the hands of future boards too much (e.g. requiring a two-thirds approval of every member eligible to vote if you have a lot of board members).

4. Review Your Draft Internally

Once your bylaws are ready, make sure they are reviewed by voting members as well as different teams in your organization. The more eyes on your draft, the less likely you are to miss something.

Bylaws are meant to serve your whole organization, so making sure everyone has a say in how they are composed is important. 

5. Regularly Review and Report Changes To The IRS

Annual bylaw reviews ensure that you are compliant with state laws, and make sure they are updated to reflect current organizational practices. 

This is especially important for 501(c)(3) nonprofits as failing to report changes could affect their tax-exempt status.Exempt organizations should check with their state laws about its regulations for reporting changes.

6. Get Professional Help

Exempt organizations need to follow a number of state laws and legal requirements to keep their status. Lawyers or consultants can help you with the initial set up, create articles of incorporation and make sure you are compliant with federal tax codes. They can even help you with future amendments to policy documents. 

If you choose to get the help of qualified professionals, make sure that they have experience with nonprofit corporations.

7. Make Your Bylaws a Working Document

While you don’t want to change them too frequently nonprofit bylaws should be worked with, amended, and used often.

A comprehensive bylaws document that everyone in the organization is familiar with can increase efficiency and provide leadership with a clear direction. 

Bylaws should reflect the active state of your organization and give an accurate picture of what you are doing right now, not what you were doing when you first started out. So make sure you work processes into your organization that let you review and renew your nonprofit’s bylaws on a regular basis.

There are a few more things to keep in mind while creating your nonprofit bylaws template

  • Unlike your Articles of Incorporation, the IRS does not require any specific language to be included in your bylaws. Even though this is not required, best practices suggest that you should still include a reference to your organization’s structure and purpose
  • There is a big difference between the words “shall” and “may”. Choose wisely between the two when using them in your bylaws template.

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