Sample Nonprofit Bylaws Template to Start a 501c3 Organization
What are Nonprofit Bylaws, IRS 501c3 & State Requirements for Nonprofits
Nonprofit bylaws are the rules and procedures that your organization follows to ensure legality and productivity. Nonprofit bylaws by themselves are more of an internal document than required by most States but are necessary for filing for nonprofit 501c3 tax exemption on Federal level using the Form 1023.
Whether you’re creating a 501c3 non-profit bylaws for a church, ministry, animal rescue organization or sport club, Non-profit Bylaws should have almost every aspect of the business covered and the less you leave out, the less chance of conflicts and headaches in the future. The Sample nonprofit Bylaws template is at the bottom of this page but first let’s take a look at some of its legal parts and dos and don’ts.
Here are the major articles & steps on how to write Nonprofit Bylaws:
- Purposes and legal Powers
- Membership (Member Classes, Affiliate Members, Member Dues)
- Board of Directors Members (Titles, Duties, Numbers of Directors)
- Organizational Committees (Purpose, Titles, Duties)
- Officers of the organization (Titles, Duties, Numbers of Officers)
- Business Dealings Contracts, Checks, Loans
- Books and Records Keeping, Fiscal Year,…
- Counter-Terrorism and Due Diligence Policy
- Document Retention Policy
- Transparency and Accountability Policy
- Codes of Ethics and Whistle Blower Policy
- Amendment of Articles of Incorporation
- Certificate of Adoption of Bylaws
A well planned non-profit bylaws with clear structure will take out the guess work and corruption out of your organization especially in time of disagreement between board members. Non-profit Bylaws is the document that specifies the election process of directors, board meeting manners, the role of the employees, and many more roles in a nonprofit. Take your time when it comes to drafting your nonprofit bylaws, it’s the make or break it document. Please follow the examples given in the nonprofit bylaws template below and use the sample articles to create your bylaws.
There’s a misconception that you have to file your bylaws with the State, but that’s not true. Nonprofit Bylaws are internal legal document, even so that certain States require them. Saying that, you still need to have your nonprofit bylaws on hand and you have to file it with the IRS for 501c3 exemption along with your Form 1023 application.
Another misunderstanding is that Non-profit Bylaws for certain States are different from others. Again that’s not the case. The nonprofit bylaws for Florida can be used for State of New York, California, Texas, or any other State. If State specific laws are drafted into the Bylaws, then obviously, a nonprofit bylaws from Washington would differ slightly from bylaws from Michigan.
A church bylaws is essentially the same as animal rescue organization bylaws, the nature of the organization doesn’t make any difference in the main articles. Take a look at the non-profit bylaws on this page and all this would make sense.
The following Sample Nonprofit Bylaws template is probably the most complete, useful, structured, and proven bylaws on earth. This is a work of several years, over the years I’ve refined it to what it is now. I’ve included painstaking instructions so take a good look and familiarize yourself with its articles and sections.
Click on titles below to open the Sample Nonprofit Bylaws template sections
Bylaws for Nonprofits, Article I, Name
The name of the nonprofit organization is stated in the bylaws here with any aliases. Use your complete organization name as it appears on your Articles of Incorporation including any suffix or prefix it might have.
NONPROFIT ORGANIZATION BYLAWS
ARTICLE I, NAME
The name of this corporation shall be [YOUR NONP-ROFIT ORGANIZATION NAME] The business of the corporation may be conducted as [YOUR NON-PROFIT ORGANIZATION NAME] or [YOUR ORGANIZATION ALIAS NAME].
Bylaws for Nonprofits, Article II, Purpose & Powers of the Organization
In this section the actual purpose of the organization should be mentioned, followed by the required language (Purpose clause) by the IRS.
As for the Powers, this section is designed to further the organization’s exempt purposes and at the same time, limit and prohibit activities which may be in conflict with the exempt purpose of the organization. This section is very important because it sets the tone for the activities of your organization and dictates what can and cannot be done to safeguard your exemption status.
ARTICLE II, PURPOSES AND POWERS
[YOUR NON-PROFIT ORGANIZATION NAME] is a non-profit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.
[YOUR PURPOSE GOES HERE]
The corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes, for which the corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the corporation may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
2.03 Nonprofit Status and Exempt Activities Limitation.
(a)Nonprofit Legal Status [YOUR NON-PROFIT ORGANIZATION NAME] is a [YOUR STATE] non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b)Exempt Activities Limitation. Notwithstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the corporation shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
(c)Distribution Upon Dissolution. Upon termination or dissolution of the [YOUR NON-PROFIT ORGANIZATION NAME], any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the [YOUR NONPROFIT ORGANIZATION NAME] hereunder shall be selected in the discretion of a majority of the managing body of the corporation, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the [YOUR NONPROFIT ORGANIZATION NAME], by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of [YOUR STATE].
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to the [YOUR NONPROFIT ORGANIZATION NAME], then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of [YOUR STATE] to be added to the general fund.
Bylaws for Nonprofits, Article III, Membership Classes, Voting Classes, & Dues
This section of the bylaws is designed to regulate whether the corporation can have members, affiliates, or other classes who may influence legislation and programs of the organization.
A nonprofit organization generally is a member-less organization. You should refrain from allowing members or affiliates influencing your organization’s activities and operations. This section does not take into account your board members, they are a completely different class who actually do run the nonprofit organization. See the sample non-profit bylaws section below:
ARTICLE III, MEMBERSHIP
3.01 No Membership Classes
The corporation shall have no members who have any right to vote or title or interest in or to the corporation, its properties and franchises.
3.02 Non-Voting Affiliates
The board of directors may approve classes of non-voting affiliates with rights, privileges, and obligations established by the board. Affiliates may be individuals, businesses, and other organizations that seek to support the mission of the corporation. The board, a designated committee of the board, or any duly elected officer in accordance with board policy, shall have authority to admit any individual or organization as an affiliate, to recognize representatives of affiliates, and to make determinations as to affiliates’ rights, privileges, and obligations. At no time shall affiliate information be shared with or sold to other organizations or groups without the affiliate’s consent. At the discretion of the board of directors, affiliates may be given endorsement, recognition and media coverage at fundraising activities, clinics, other events or at the corporation website. Affiliates have no voting rights, and are not members of the corporation.
Any dues for affiliates shall be determined by the board of directors.
Bylaws for Nonprofits, Article IV, Board of Directors Numbers, Powers, Terms
Most problems in a nonprofit organization arise because of conflicts between board members and I can tell you horror stories from the amount of emails that I received of angry board members who are seeking advice which could have been avoided in the first place if proper and complete nonprofit bylaws were adopted by their organization.
This section should cover every related scenario regarding the organization’s board of directors. It should address the number of directors who may serve at one time on the board of directors, and this number should not be less than 4 and more than 15.
Most States have requirements on the number of the board of directors and you should keep that in mind when preparing your bylaws. To be on the safe side, stay with 4 – 15.
This section also addresses the number of terms each director may serve and whether there are any qualifications such as age or abilities required for serving as a member on the board of directors.
Spell out the manner of acting, manner of compensating, board meetings, hiring, firing, electing, and suspending board members ahead of time or I guarantee you, you’ll be sending me pleading emails after the honeymoon phase of the organization has passed.
ARTICLE IV, BOARD OF DIRECTORS
4.01 Number of Directors
[YOUR NONPROFIT ORGANIZATION NAME] shall have a board of directors consisting of at least 4 and no more than 15 directors. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors.
All corporate powers shall be exercised by or under the authority of the board and the affairs of the [YOUR NONPROFIT ORGANIZATION NAME] Shall be managed under the direction of the board, except as otherwise provided by law.
(a) All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
(b) Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
(c) Directors may serve terms in succession.
(d) The term of office shall be considered to begin January 1 and end December 31 of the second year in office, unless the term is extended until such time as a successor has been elected.
4.04 Qualifications and Election of Directors
In order to be eligible to serve as a director on the board of directors, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board of directors. Directors may be elected at any board meeting by the majority vote of the existing board of directors. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
The board of directors may fill vacancies due to the expiration of a director’s term of office, resignation, death, or removal of a director or may appoint new directors to fill a previously unfilled board position, subject to the maximum number of directors under these Bylaws.
(a) Unexpected Vacancies. Vacancies in the board of directors due to resignation, death, or removal shall be filled by the board members for the balance of the term of the director being replaced.
4.06 Removal of Directors
A director may be removed by two-thirds (?) vote of the board of directors then in office, if:
(a) the director is absent and unexcused from two or more meetings of the board of directors in a twelve month period. The board president is empowered to excuse directors from attendance for a reason deemed adequate by the board president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the board vice president shall excuse the president. Or:
(b) for cause or no cause, if before any meeting of the board members at which a vote on removal will be made the director in question is given electronic or written notification of the board’s intention to discuss her/his case and is given the opportunity to be heard at a meeting of the board.
4.07 Board of Directors Meetings.
(a) Regular Meetings. The board of directors shall have a minimum of four (4) regular meetings each calendar year at times and places fixed by the board. Board meetings shall be held upon four (4) days notice by first-class mail, electronic mail, or facsimile transmission or forty-eight (48) hours notice delivered personally or by telephone. If sent by mail, facsimile transmission, or electronic mail, the notice shall be deemed to be delivered upon its deposit in the mail or transmission system. Notice of meetings shall specify the place, day, and hour of meeting. The purpose of the meeting need not be specified.
(b) Special Meetings. Special meetings of the board may be called by the president, vice president, secretary, treasurer, or any two (2) other directors of the board of directors. A special meeting must be preceded by at least 2 days notice to each director of the date, time, and place, but not the purpose, of the meeting.
(c) Waiver of Notice. Any director may waive notice of any meeting, in accordance with [YOUR STATE] law.
4.08 Manner of Acting.
(a) Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting of the board. No business shall be considered by the board at any meeting at which a quorum is not present.
(b) Majority Vote. Except as otherwise required by law or by the articles of incorporation, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(C) Hung Board Decisions. On the occasion that directors of the board are unable to make a decision based on a tied number of votes, the president or treasurer in the order of presence shall have the power to swing the vote based on his/her discretion.
(d) Participation. Except as required otherwise by law, the Articles of Incorporation, or these Bylaws, directors may participate in a regular or special meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, including in person, internet video meeting or by telephonic conference call.
4.09 Compensation for Board Members Services
Directors shall receive no compensation for carrying out their duties as directors. The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings.
4.10 Compensation for Professional Services by Directors
Directors are not restricted from being remunerated for professional services provided to the corporation. Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the board Conflict of Interest policy and state law.
Bylaws for Nonprofits, Article V, Nonprofit Board Committees
Most nonprofit organizations will form committees from time to time for specific tasks such as researching a new project or giving out scholarships and grants. These committees are necessary in achieving these goals, but as in most cases when a group of individuals get together to achieve a simple task, problems arise and problem solving gets in the way of the actual committees’ mission. This is why you spell out committees responsibilities, manner of acting , and general guidelines in your nonprofit bylaws to avoid cats and dogs fights, when they should be concentrating on the task at hand. You may add to this section of the nonprofit bylaws template based on your requirements but read the sample here and then decide.
ARTICLE V, COMMITTEES
The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except that no committee, regardless of board resolution, may:
(a) take any final action on matters which also requires board members’ approval or approval of a majority of all members;
(b) fill vacancies on the board of directors of in any committee which has the authority of the board;
(c) amend or repeal Bylaws or adopt new Bylaws;
(d) amend or repeal any resolution of the board of directors which by its express terms is not so amendable or repealable;
(e) appoint any other committees of the board of directors or the members of these committees;
(f) expend corporate funds to support a nominee for director; or
(g) approve any transaction;
(i) to which the corporation is a party and one or more directors have a material financial interest; or
(ii) between the corporation and one or more of its directors or between the corporation or any person in which one or more of its directors have a material financial interest.
- Meetings and Action of Committees
Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee. Special meetings of the committee may also be called by resolution of the board of directors. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The board of directors may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws.
- Informal Action By The Board of Directors
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.
Bylaws for Nonprofits, Article VI, Nonprofit Board Officers
In a nonprofit organization you have two distinctive classes of officials who run the organization. The main body is called the Board of Directors whose task is hiring, firing, and legislative activities. This class cannot be compensated for any reason for their board duties. I repeat it again because this is of utmost importance. Non-profit board members CANNOT be compensated for their board duties or you will lose your exempt status.
Almost every State requires you to have a minimum of three board members whose legal titles should be: President, Treasurer, and Secretary. This is the minimum. You may add to this list but you may not subtract, this is not optional so refrain from doing so.
On the other hand, non-director officers of the organization are tasked with carrying out the legislation set by the board of directors and they run the day-to-day business of the organization. Such officers may include a Chief Executive Officer (CEO) or Chief Financial Officer (CFO). The salary and compensation of such officers are set by the board of directors and they have no voting power in a nonprofit organization.
ARTICLE VI, OFFICERS
6.01 Board Officers
The officers of the corporation shall be a board president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each board officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine. One person may hold two or more board offices, but no board officer may act in more than one capacity where action of two or more officers is required.
6.02 Term of Office
Each officer shall serve a one-year term of office and may not serve more than three (3) consecutive terms of office. Unless unanimously elected by the board at the end of his/her three (3) year terms or to fill a vacancy in an officer position, each board officer’s term of office shall begin upon the adjournment of the board meeting at which elected and shall end upon the adjournment of the board meeting during which a successor is elected.
6.03 Removal and Resignation
The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective.
6.04 Board President
The board president shall be the chief volunteer officer of the corporation. The board president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of the board of directors, and shall perform all other duties incident to the office or properly required by the board of directors.
6.05 Vice President
In the absence or disability of the board president, the ranking vice-president or vice-president designated by the board of directors shall perform the duties of the board president. When so acting, the vice-president shall have all the powers of and be subject to all the restrictions upon the board president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board of directors or the board president. The vice-president shall normally accede to the office of board president upon the completion of the board president’s term of office.
The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws. The secretary shall have such other powers and perform such other duties as may be prescribed by the board of directors or the board president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary.
The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation. The treasurer shall oversee and keep the board informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board of directors on a timely basis or as may be required by the board of directors. The treasurer shall perform all duties properly required by the board of directors or the board president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.
6.08 Non-Director Officers
The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.
Bylaws for Nonprofits, Article VII, Contracts, Business Dealings, Indemnification
In every non-profit organization there will be business dealings with the outside world and these dealings should be done in a manner that does not jeopardize the exempt status of the organization. Most common pitfall of any nonprofit organization is insider transactions such as loans and transactions between officers, directors or trustees of the organization.
Contrary to for-profit entities, you absolutely should not conduct any business with your board members or officers.
As for the indemnification, corporations including nonprofit corporations enjoy benefits that include shielding its directors from legal actions brought upon the corporation to certain extent. In this sample section, we can see that the nonprofit bylaws of the organization indemnifies such acts and proceedings. Please do not change anything in this section of the nonprofit bylaws template.
ARTICLE VII, CONTRACTS, CHECKS, LOANS,
INDEMNIFICATION AND RELATED MATTERS
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the board or board policy, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the board.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the board or a designated committee of the board may select.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board. Such authority may be general or confined to specific instances.
(a) Mandatory Indemnification. The corporation shall indemnify a director or former director, who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he or she was a party because he or she is or was a director of the corporation against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The corporation shall indemnify a director or former director made a party to a proceeding because he or she is or was a director of the corporation, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the board of directors in the specific case, upon receipt of (I) a written affirmation from the director, officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the corporation in these Bylaws.
(d) Indemnification of Officers, Agents and Employees. An officer of the corporation who is not a director is entitled to mandatory indemnification under this article to the same extent as a director. The corporation may also indemnify and advance expenses to an employee or agent of the corporation who is not a director, consistent with [YOUR STATE] Law and public policy, provided that such indemnification, and the scope of such indemnification, is set forth by the general or specific action of the board or by contract.
Bylaws for Nonprofits, Article VIII, Book Keeping, Fiscal Year
This section of the bylaws template is self explanatory and as for the fiscal year, you have free rein to choose as you please your requirements. In general, most organizations opt to have their fiscal year end with calendar year but certain organizations such as schools and educational organizations who run their programs throughout the school calendar may choose to end their fiscal year midyear to coincide with the school calendar.
ARTICLE VIII, MISCELLANEOUS
8.01 Books and Records
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board of directors, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the board. In addition, the corporation shall keep a copy of the corporation’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the corporation shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers.
8.04 Nondiscrimination Policy
The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of [YOUR NONPROFIT ORGANIZATION NAME] not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.
8.05 Bylaw Amendment
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of the board of directors then in office at a meeting of the Board, provided, however,
(a) that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as an exempt corporation under Section 501 (c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
(b) that an amendment does not affect the voting rights of directors. An amendment that does affect the voting rights of directors further requires ratification by a two-thirds (?) vote of a quorum of directors at a Board meeting.
(c) that all amendments be consistent with the Articles of Incorporation.
Bylaws for Nonprofits, Article IX, Counter-terrorism & Due Diligence Policy
This bylaws sample section should be absolutely included and specifically more so for organizations who will or may operate in a foreign country or countries. Failure to do so will get you in deep trouble with the Department of Treasury. Don’t change anything here, just include it.
COUNTERTERRORISM AND DUE DILIGENCE POLICY
In furtherance of its exemption by contributions to other organizations, domestic or foreign, [YOUR NONPROFIT ORGANIZATION NAME] shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were utilized.
Although adherence and compliance with the US Department of the Treasury’s publication the “Voluntary Best Practice for US. Based Charities” is not mandatory, [YOUR NONPROFIT ORGANIZATION NAME] willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.
[YOUR NONPROFIT ORGANIZATION NAME] shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.
Bylaws for Nonprofits, Article X, Document Retention Policy & Record Keeping
You are required by law as an exempt non-profit organization to keep records and your documents and disclose them for public inspection at any time. Failure to do so has severe fines and punishments from the IRS. Do not skip this article and include it as it is.
ARTICLE X, DOCUMENT RETENTION POLICY
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of [YOUR NONPROFIT ORGANIZATION NAME] records.
Section 1. General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, [YOUR NONPROFIT ORGANIZATION NAME] may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 2. Exception for Litigation Relevant Documents. [YOUR NONPROFIT ORGANIZATION NAME] expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the [YOUR NONPROFIT ORGANIZATION NAME] informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.
(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) printed in hard copy and kept in the appropriate file; or
(ii) downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.
Bylaws for Nonprofits, Article XI, Transparency & Accountability
As mentioned above, to avoid jeopardizing your exemption status you have to disclose your financial information such as IRS Annual Information Returns (Form 990), and board meeting minutes.
You also need to specify the means and conditions of this disclosure, for example if John Doe contacts your organization and requests to see the previous three years copies of your Form 990, you should be able to provide him without delay or fuss the requested documents through the medium that is set forth here.
As seen in this section of the nonprofit bylaws template, the best and most sensible way to comply with such requests is making available your organizing documents, financial data, and board minutes through your website to facilitate these requests and avoid harsh penalties from the IRS for non-compliance. There are many organizations who refuse to make available these documents for one or another reason, but mainly because they are not aware of their legal duties. This holds true for churches who have applied for tax exemption.
So in short, don’t ask questions when a request for disclosure comes in, just comply. See the sample below on how to answer this part.
Transparency and Accountability
Disclosure of Financial Information With The General Public
By making full and accurate information about its mission, activities, finances, and governance publicly available, [YOUR NONPROFIT ORGANIZATION NAME] practices and encourages transparency and accountability to the general public. This policy will:
- indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public
- indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public
- specify the procedures whereby the open/closed status of documents and materials can be altered.
The details of this policy are as follow:
- Financial and IRS documents (The form 1023 and the form 990)
[YOUR NONPROFIT ORGANIZATION NAME] shall provide its Internal Revenue forms 990, 990-T, 1023 and 5227, bylaws, conflict of interest policy, and financial statements to the general public for inspection free of charge.
- Means and Conditions of Disclosure
[YOUR NONPROFIT ORGANIZATION NAME] shall make “Widely Available” the aforementioned documents on its internet website: [YOUR ORGANIZATION WEBSITE] to be viewed and inspected by the general public.
- The documents shall be posted in a format that allows an individual using the Internet to access, download, view and print them in a manner that exactly reproduces the image of the original document filed with the IRS (except information exempt from public disclosure requirements, such as contributor lists).
- The website shall clearly inform readers that the document is available and provide instructions for downloading it.
- [YOUR NONPROFIT ORGANIZATION NAME] shall not charge a fee for downloading the information. Documents shall not be posted in a format that would require special computer hardware or software (other than software readily available to the public free of charge).
- [YOUR NONPROFIT ORGANIZATION NAME] shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.
11.04 IRS Annual Information Returns (Form 990)
[YOUR NONPROFIT ORGANIZATION NAME] shall submit the Form 990 to its board of directors prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
- All board deliberations shall be open to the public except where the board passes a motion to make any specific portion confidential.
- All board minutes shall be open to the public once accepted by the board, except where the board passes a motion to make any specific portion confidential.
- All papers and materials considered by the board shall be open to the public following the meeting at which they are considered, except where the board passes a motion to make any specific paper or material confidential.
11.06 Staff Records
- All staff records shall be available for consultation by the staff member concerned or by their legal representatives.
- No staff records shall be made available to any person outside the corporation except the authorized governmental agencies.
- Within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that
- Staff records shall be made available to the board when requested.
11.07 Donor Records
- All donor records shall be available for consultation by the members and donors concerned or by their legal representatives
- No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.
- Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that ;
- donor records shall be made available to the board when requested.
Bylaws for Nonprofits Article XII, Codes of Ethics & Whistleblower Policy
This section of the bylaws deals with safeguards and means to put in practice a working whistleblower policy to ensure transparency, productivity, and checks and balances. Following the bylaws template, here you make it the duty of your directors, officers or employees to report violations of these bylaws and to bring forward potentially harmful dealings of other directors, officers or employees who may harm or jeopardize your exempt status. Please don’t change anything here, include it as it is, it’s for your own benefit.
CODES OF ETHICS AND WHISTLEBLOWER POLICY
[YOUR NONPROFIT ORGANIZATION NAME] requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of [YOUR NONPROFIT ORGANIZATION NAME] to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.
12.02 Reporting Violations
If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of [YOUR NONPROFIT ORGANIZATION NAME] is in violation of law, a written complaint must be filed by that person with the vice president or the board president.
12.03 Acting in Good Faith
Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of [YOUR NONPROFIT ORGANIZATION NAME] and provides the [YOUR NONPROFIT ORGANIZATION NAME] with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.
[YOUR NONPROFIT ORGANIZATION NAME] shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of [YOUR NONPROFIT ORGANIZATION NAME] or of another individual or entity with whom [YOUR NONPROFIT ORGANIZATION NAME] has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.
[YOUR NONPROFIT ORGANIZATION NAME] shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of [YOUR NONPROFIT ORGANIZATION NAME] that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.
Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.
12.06 Handling of Reported Violations
The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.
This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.
Bylaws for Nonprofits, Article XIII, Amendments to the Articles of Incorporation
From time to time you may need to amend your Articles of Incorporation with your respective State, and this is done through holding a board meeting. This section specifies the manner and number of directors who should be present to adopt such changes, please include it as it is.
ARTICLE XIII, AMENDMENTS OF ARTICLES OF INCORPORATION
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of [YOUR NONPROFIT ORGANIZATION NAME] were approved by the [YOUR NONPROFIT ORGANIZATION NAME] board of directors on XX, XX, 20XX and constitute a complete copy of the Bylaws of the corporation.
[Secretary’s Name], Secretary
A nonprofit bylaws is an important and vital document that should not be overlooked. I have given you my years of knowledge and experience dealing with nonprofit organizations and have combined these tips and tricks here for you in form of samples, examples, and templates so you can achieve your nonprofit dream. Please take your time and understand these instructions and don’t just copy paste to get it over with.
The next step is creating your Nonprofit Conflict of Interest Policy, so click on the button below to learn what a Conflict of Interest is, how to avoid it, and draft your conflict of interest document based on the sample and template that I’ve provided on the next page.