Nonprofit Bylaws Template: What to Include and Why

Bylaws are the most important governance document your nonprofit will ever create. They establish the rules for how your board operates, how decisions get made, and what happens when things go wrong. They're also legally required — most states won't approve your nonprofit incorporation without them.

The challenge is that most bylaw templates online are either too generic to be useful or copied from large organizations in ways that don't fit small nonprofits. This guide walks through every section you need, explains why it matters, and offers sample language you can adapt.

Before you finalize anything, have a lawyer in your state review your bylaws. Requirements vary by state, and the cost of a legal review is far less than the cost of fixing a governance problem later.

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Article I: Name and Purpose

What it does: Establishes the legal name of the organization and its charitable purpose.

Sample language:

The name of this organization is [Full Legal Name], a nonprofit corporation organized under the laws of the State of [State].

The mission of [Organization Name] is [one or two sentences describing your charitable purpose]. The organization operates exclusively for charitable, educational, and/or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Why it matters: The IRS and state regulators look at your stated purpose when evaluating tax-exempt status. Keep it accurate but not so narrow that it constrains future programs.

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Article II: Membership

What it does: Defines whether the organization has members in the legal sense, and if so, their rights.

Most small nonprofits are "memberless" corporations — meaning the board governs without a formal membership class. This simplifies governance significantly.

Sample language (no members):

[Organization Name] shall have no members. The governance of this organization is vested entirely in its Board of Directors.

Why it matters: If your bylaws accidentally create a membership class, those members may have voting rights on major decisions, which can complicate governance substantially.

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Article III: Board of Directors

This is the longest and most important article. It should cover:

3.1 Authority

The Board of Directors shall have general supervision and control of the affairs, funds, and property of [Organization Name] and shall carry out the purposes of the organization.

3.2 Number of Directors

The Board shall consist of not fewer than [minimum, e.g., 5] and not more than [maximum, e.g., 15] directors.

Note: Many states require a minimum of three directors. Check your state's law.

3.3 Terms

Directors shall serve [e.g., three-year] terms. Terms shall be staggered so that approximately one-third of board seats are up for election each year. No director may serve more than [e.g., two] consecutive terms without a break of at least [e.g., one] year.

3.4 Election and Appointment

Directors shall be elected by the Board of Directors at the annual meeting. A majority vote of directors present at a meeting at which quorum exists is required to elect a new director.

3.5 Vacancies

Vacancies on the Board may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy shall serve the remainder of the unexpired term.

3.6 Removal

A director may be removed with or without cause by a two-thirds vote of the full Board. Prior written notice of the proposed removal must be given to all directors at least [e.g., 14] days in advance.

3.7 Resignation

A director may resign at any time by delivering a written resignation to the Board Chair or Secretary.

3.8 Compensation

Directors shall serve without compensation for their service as directors. Directors may be reimbursed for reasonable expenses incurred in carrying out organizational business, subject to board approval.

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Article IV: Officers

4.1 Officers

The officers of the organization shall be a Board Chair, Vice Chair, Treasurer, and Secretary. The Board may create additional officer positions as needed.

4.2 Election and Terms

Officers shall be elected by the Board at the annual meeting and shall serve one-year terms. Officers may be re-elected without limit unless otherwise provided by the Board.

4.3 Duties

Board Chair: Presides at all meetings of the Board, serves as the primary liaison between the Board and the Executive Director, and performs other duties as assigned by the Board.

Vice Chair: Performs the duties of the Board Chair in the Chair's absence, and performs other duties as assigned.

Treasurer: Oversees the financial affairs of the organization, ensures that accurate financial records are maintained, and provides financial reports to the Board.

Secretary: Maintains the official records of the organization, records and distributes minutes of all board meetings, and ensures that required notices are given.

4.4 Removal of Officers

An officer may be removed with or without cause by a two-thirds vote of the full Board.

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Article V: Meetings

5.1 Regular Meetings

The Board shall hold at least [e.g., four] regular meetings per year. The schedule shall be established annually by the Board.

5.2 Annual Meeting

The Board shall hold an annual meeting for the purpose of electing directors and officers, reviewing the organization's financial status, and conducting other business. Notice shall be given at least [e.g., 14] days in advance.

5.3 Special Meetings

Special meetings may be called by the Board Chair or by any [e.g., three] directors. Notice shall be given at least [e.g., 48 hours / 5 days] in advance and shall state the purpose of the meeting.

5.4 Notice

Notice of all meetings may be given by email, postal mail, or telephone. Electronic notice is sufficient.

5.5 Quorum

A quorum for the transaction of business shall consist of a majority of the current number of directors. If a quorum is not present, no official business may be conducted.

5.6 Voting

Actions shall be approved by a majority vote of directors present at a meeting at which a quorum exists, unless a higher threshold is required by these bylaws or by state law.

5.7 Action Without a Meeting

The Board may take action without a meeting if all directors consent in writing to the action. Electronic signatures are acceptable. Such actions shall be documented in the minutes of the next regular meeting.

5.8 Remote Participation

Directors may participate in meetings by telephone, video conference, or other technology that allows all participants to hear each other simultaneously. Such participation shall constitute presence at the meeting.

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Article VI: Committees

6.1 Standing Committees

The Board may establish standing committees with specific, ongoing responsibilities. Each committee shall have at least one director as a member. Committees shall act in an advisory capacity and may not exercise the authority of the Board unless explicitly delegated by resolution.

6.2 Ad Hoc Committees

The Board Chair may appoint ad hoc committees for specific purposes. Ad hoc committees dissolve when their purpose is complete or upon Board action.

6.3 Executive Committee

The Board may establish an Executive Committee consisting of the officers and such other directors as the Board designates. The Executive Committee may act on behalf of the Board between meetings, except for actions expressly reserved to the full Board. All Executive Committee actions shall be reported to the full Board at the next regular meeting.

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Article VII: Conflict of Interest

Each director, officer, and committee member shall disclose any actual or potential conflict of interest to the Board as soon as it becomes known. The person with the conflict shall not participate in the discussion or vote related to the matter. The conflict and its resolution shall be documented in the minutes.

Directors, officers, and key employees shall complete an annual conflict of interest disclosure statement.

Why it matters: The IRS Form 990 asks whether you have a conflict of interest policy. Embedding it in the bylaws or adopting a standalone policy are both acceptable, but you need one.

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Article VIII: Finances

8.1 Fiscal Year

The fiscal year of the organization shall begin on [e.g., January 1] and end on [e.g., December 31].

8.2 Checks and Contracts

All checks, drafts, or orders for payment over [e.g., $5,000] shall require the signature of [e.g., two authorized signatories]. The Board shall designate authorized signatories by resolution.

8.3 Audit

The Board shall arrange for an annual audit or financial review by an independent accountant when required by law or when the Board determines it is appropriate.

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Article IX: Indemnification

[Organization Name] shall indemnify directors, officers, and employees against claims, liabilities, and expenses arising from their service to the organization, to the fullest extent permitted by applicable law, provided that the individual acted in good faith and in a manner they reasonably believed to be in the organization's best interest.

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Article X: Amendment of Bylaws

These bylaws may be amended at any regular or special meeting of the Board, provided that: (a) the proposed amendment has been submitted in writing to all directors at least [e.g., 14] days prior to the meeting, and (b) the amendment is approved by a [e.g., two-thirds] vote of the full Board.

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Article XI: Dissolution

In the event of dissolution of [Organization Name], after paying or making provision for all liabilities, the remaining assets shall be distributed to one or more organizations recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.

Why it matters: The IRS requires this language in your organizing documents to qualify for tax exemption. Without it, your 501(c)(3) application may be rejected.

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Adoption clause

At the end of the document, include:

These bylaws were adopted by the Board of Directors of [Organization Name] on [Date].

[Signature lines for Board Chair and Secretary]

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What to do after your bylaws are adopted

• File a copy with your state if required (requirements vary)
• Keep the original signed copy in your permanent organizational records
• Give every board member a copy
• Review them every two to three years and update when needed
• If you amend them, document the amendment in the minutes and update the master document

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