Nonprofit bylaws are the rules and procedures that your nonprofit, whether 501c3 501(c)(3) tax-exempt or not, follows to ensure legality and conformity with clear public policy, and productivity. Bylaws for nonprofit organizations by themselves are more of an internal organizing document than required by most states but are necessary for filing for nonprofit 501c3 501(c)(3) tax exemption application on federal level using the Form 1023.
The following nonprofit bylaws template (available in Microsoft Word and PDF) is the result of years of refinement and practical experience. It's structured, comprehensive, and fully compliant with IRS requirements for 501c3 501(c)(3) organizations. Every article and section has been carefully written to balance legal precision with real-world usability. Detailed explanations and tips accompany each part so you can understand not just what to include, but why it matters.
Nonprofit Bylaws Table of Contents
- Where's the Nonprofit Bylaws Template?
- How Nonprofit Bylaws Protect Your 501(c)(3) From Chaos and Conflict
- IRS Requirements for Nonprofit Bylaws in a 501(c)(3) Application
- Nonprofit Bylaws Article I: Name and Aliases of the Organization
- Nonprofit Bylaws Article II: Exempt Purpose and Legal Powers
- Nonprofit Bylaws Article III: Membership Classes and Member Rights
- Nonprofit Bylaws Article IV: Board of Directors, Powers, and Terms of Service
- Nonprofit Bylaws Article V: Committees
- Nonprofit Bylaws Article VI: Officers and Non-Voting Directors
- Nonprofit Bylaws Article VII: Financial Dealings and Indemnification
- Nonprofit Bylaws Article VIII: Bookkeeping, Fiscal Year, and Miscellaneous Policies
- Nonprofit Bylaws Article IX: Counter-Terrorism and Due Diligence Policy
- Nonprofit Bylaws Article X: Document Retention and Record-Keeping Policy
- Nonprofit Bylaws Article XI: Transparency and Public Disclosure
- Nonprofit Bylaws Article XII: Code of Ethics and Whistle-Blower Policy
- Nonprofit Bylaws Article XIII: Amendments of Bylaws and Articles of Incorporation
- Certificate of Adoption of Bylaws
- Final Thoughts on Nonprofit Bylaws and 501(c)(3) Compliance
- Appendix: State-By-State Nonprofit Bylaws and Minimum Board Requirements
Where's the Nonprofit Bylaws Template?
You don't have to scroll, the complete 501c3 501(c)(3) nonprofit bylaws template is right here for instant preview. You can open the full nonprofit bylaws template (PDF) below and read every article, section, and clause exactly as it appears in a compliant set of bylaws.
But don't stop there. The commentary that follows breaks down each article line by line, explaining what the IRS looks for, which mistakes trigger delays, and how to adapt every clause to your own organization. The template gives you the structure; the rest of this page tells you how to make it legally bulletproof. You can also download the bylaws in Microsoft Word Document format in the document package.
Whether you're creating a 501c3 501(c)(3) nonprofit bylaws for a church, ministry, animal rescue organization or sport club, bylaws for nonprofits 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. For example, the church bylaws included in the download package contain faith-specific provisions such as the Statement of Faith, Code of Doctrine, and related ecclesiastical policies.
Review the nonprofit bylaws template on this page, and it will all make sense. Every example and resource provided here is designed to help you adapt the same legally compliant structure to any type of organization.
How Nonprofit Bylaws Protect Your 501c3 501(c)(3) From Chaos and Conflict
A well planned and compliant nonprofit bylaws with clear structure will take out the guess-work and corruption out of your organization especially in time of disagreement between the governing body members. Nonprofit 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. Follow the examples and resources given in the nonprofit bylaws template below and use the sample articles to create your bylaws.
IRS Requirements for Nonprofit Bylaws in a 501c3 501(c)(3) Application
Nonprofit bylaws are the document regulators look to when deciding whether governance exists in practice. The IRS asks for them during the tax-exemption process and uses them to see how authority is assigned, how decisions are constrained, and whether insiders can influence outcomes. State regulators rely on the same document when enforcing fiduciary duties. When bylaws are missing, incomplete, or vague, both state and federal authorities treat that absence as proof that governance controls never operated.
Most states don't ask nonprofits to file bylaws at formation, which creates a false sense of safety. Filing isn't the issue. Existence, content, and enforceability are. Bylaws are an internal legal document, but they must be produced on demand and submitted with a Form 1023 application. An organization that can't produce bylaws when asked signals unmanaged authority and failed oversight, and that signal carries directly into exemption review and enforcement posture.
Bylaws are the reference point used when intent stops mattering. When conflicts arise, transactions benefit insiders, or authority is questioned, regulators turn to the bylaws to determine whether safeguards were in place before decisions were made. Weak bylaws don't get excused. They get used.
With that established, the next section moves into how nonprofit bylaws are structured to withstand federal and state scrutiny.
Nonprofit Bylaws Article I: Name and Aliases of the Organization
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 same as the sample nonprofit bylaws below.
ARTICLE I - NAME
1.01 Name
The name of this corporation shall be [YOUR NON-PROFIT ORGANIZATION NAME].
The business of the corporation may be conducted as [YOUR NONPROFITS NAME] or [YOUR ORGANIZATION ALIAS NAME].
Nonprofit Bylaws Article II: Exempt Purpose and Legal Powers
In this section of the bylaws the actual purpose of the organization should be mentioned, followed by the required language (Purpose clause) by the IRS exactly just like the sample nonprofit bylaws below.
As for the Legal Powers, this section is designed to further the organization's tax-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 of the bylaws 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 tax-exemption status.
ARTICLE II - PURPOSES AND LEGAL POWERS
2.01 Purpose
[YOUR ORGANIZATION NAME] is a nonprofit corporation and shall be operated exclusively for educational and charitable purposes within the meaning of Section 501c3 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code.[YOUR PURPOSE GOES HERE]
2.02 Powers
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 Legal 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.
Nonprofit Legal Status
[YOUR ORGANIZATION NAME] is a [YOUR STATE] nonprofit corporation, organized under Section 501c3 501(c)(3) of the United States Internal Revenue Code.
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 501c3 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.
Distribution Upon Dissolution
- Upon termination or dissolution of the [YOUR ORGANIZATION NAME], any assets and resources lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501c3 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 NONPROFITS 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 NONPROFITS 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 and resources 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 NONPROFITS 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.
Nonprofit Bylaws Article III: Membership Classes and Member Rights
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 tax-exempt nonprofit organization generally is a member-less organization. You should refrain from allowing members or affiliates influencing your organization's activities and operations. I've covered the subject of membership in detail in the Articles of Incorporation page and the complete guide on the subject of Nonprofit Board of Directors, as why it's not a good idea to establish a member driven organization.
This section doesn't take into account your board members, they are a completely different class who actually do run the nonprofit organization. See the sample bylaws for nonprofits' section below:
ARTICLE III - MEMBERSHIP
3.01 no Membership Classes
The corporation shall have no membership class and 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 governing body 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, 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, 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.
3.03 Dues
Any dues for affiliates shall be determined by resolutions and these bylaws.
Nonprofit Bylaws Article IV: Board of Directors, Powers, and Terms of Service
Most problems in a nonprofit organization come from board conflicts, whether it's directors clashing over power, decisions, or simple ego. I've seen it countless times in the flood of emails from frustrated board members asking for help that could have been avoided entirely if solid, IRS-compliant nonprofit bylaws had been in place from the start.
This section of your nonprofit bylaws should clearly define every rule governing an independent board of directors. It must state how many directors your organization will have at any given time, how they are elected, and how vacancies are filled. The ideal board size is between four and fifteen members, large enough for accountability and small enough for decisions to actually get made.
Each state sets its own minimum director requirements, so confirm your state's nonprofit corporation law before finalizing your bylaws. For most organizations, keeping the number between three and fifteen directors is a safe and compliant standard. See the Appendix for complete list of states and their minimum requirements.
This section of the bylaws template 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 director. If you haven't read the Board of Directors Complete Guide, then you should, as it will answer all of your board questions.
Spell out the rules for how your board operates, including how members act, are compensated, hired, fired, elected, and suspended. Set these procedures clearly in your nonprofit bylaws before problems arise, just as shown in the sample below. Otherwise, once the honeymoon phase is over and disagreements begin, you'll be sending me desperate emails trying to fix issues that could have been prevented from day one.
ARTICLE IV - BOARD OF DIRECTORS
4.01 Number of Directors
[YOUR NONPROFITS 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.
4.02 Powers
All corporate legal powers shall be exercised by or under the authority of the board and the affairs of the [YOUR NONPROFITS NAME] Shall be managed under the direction of the board, except as otherwise provided by law.
4.03 Terms
- All directors shall be elected to serve a one-year term, however the term may be extended until a successor has been elected.
- Director terms shall be staggered so that approximately half the number of directors will end their terms in any given year.
- Directors may serve terms in succession.
- The term of office shall be considered to begin January 1 and end December 31 of the same 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, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board. Directors may be elected at any board meeting by the majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year.
4.05 Vacancies
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 position, subject to the maximum number of directors under these Bylaws.
- Unexpected Vacancies. Vacancies 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 directors then in office, if:
- the director is absent and unexcused from two or more board meetings in a twelve month period. The president is empowered to excuse directors from attendance for a reason deemed adequate by the president. The president shall not have the power to excuse him/herself from the board meeting attendance and in that case, the vice president shall excuse the president. Or:
- for cause or no cause, if before any meeting of the 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.
4.07 Board of Directors Meetings.
- 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. These 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.
- Special Meetings. Special meetings may be called by the president, vice president, secretary, treasurer, or any two (2) other 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.
- Waiver of Notice. Any director may waive notice of any meeting, in accordance with [YOUR STATE] law.
4.08 Manner of Acting.
- Quorum. A majority of the directors in office immediately before a meeting shall constitute a quorum for the transaction of business at that meeting. No business shall be considered by the board at any meeting at which a quorum is not present.
- 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.
- Hung Decisions. Except as otherwise required by law, any motion before the Board of Directors that results in a tie vote shall fail, and no action shall be taken on the matter unless it is reconsidered and approved by a majority vote at a subsequent meeting.
- 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 for 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 Conflict of Interest policy and state law.
Nonprofit Bylaws Article V: Committees
Most nonprofit organizations create committees from time to time for specific tasks such as researching new projects or awarding scholarships and grants. Committees are useful for dividing responsibilities, but too often they become sidetracked by personality clashes or power struggles. What should be a straightforward task turns into endless debate, and problem-solving replaces actual progress toward the committee's mission.
That's why your nonprofit bylaws must spell out each committee's responsibilities, procedures, and operating guidelines. Clear rules prevent petty disputes and power struggles so board members can focus on the task instead of each other. You can expand this section of the nonprofit bylaws template to fit your organization's needs, but read the sample carefully first, then decide what truly belongs. Whatever you do, do NOT relegate board powers to executives or committee members.
ARTICLE V - COMMITTEES
5.01 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, shall have all the authority of the board, except that no committee, regardless of resolution, may:
- take any final action on matters which also requires board members' approval or approval of a majority of all members;
- fill vacancies on the board of directors or in any committee which has the authority of the board;
- amend or repeal Bylaws or adopt new Bylaws;
- amend or repeal any resolution which by its express terms is not so amendable or repealable;
- appoint any other committees or the members of these committees;
- expend corporate funds to support a nominee for director; or
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 or by resolution of the committee. Special meetings of the committee may also be called by a resolution. 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 governing body 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 to use email to approve actions, as long as a quorum gives consent.
Nonprofit Bylaws Article VI: Officers and Non-Voting Directors
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 with no pay and pension. This class cannot be compensated for any reason for their board duties. I repeat it again because this is of utmost importance. Nonprofit board members CANNOT be compensated for their official duties or you will lose your tax exempt status and your bylaws should address it accordingly.
Almost every State requires you to have a minimum of three directors (officers) whose legal titles should be:
- President
- Treasurer
- Secretary
This is the minimum and should be set in the bylaws. 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 governing body, and they run the day-to-day business of the organization. Based on the availability of resources, such officers may include:
- Chief Executive Officer (CEO)
- Chief Financial Officer (CFO)
The salary and compensation of such officers are set by the governing body 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 president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors. Each 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 offices, but no 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 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 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 President
The president shall be the chief volunteer officer of the corporation. The president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of directors, and shall perform all other duties incident to the office or properly required by the board.
6.05 Vice President
In the absence or disability of the president, the ranking vice-president or vice-president designated by the board shall perform the duties of the president. When so acting, the vice-president shall have all the legal powers of and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board or the president.
The vice-president shall normally accede to the office of president upon the completion of the president's term of office.
6.06 Secretary
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 or the 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.
6.07 Treasurer
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 governing body 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 on a timely basis or as may be required by the board.
The treasurer shall perform all duties properly required by the board or the 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.
Nonprofit Bylaws Article VII: Financial Dealings and Indemnification
Every nonprofit organization will have business dealings with outside parties, and those dealings must be handled carefully to avoid jeopardizing the organization's tax-exempt status. One of the most common mistakes nonprofits make is engaging in insider transactions, such as loans or financial dealings between members, officers, or trustees. These arrangements can easily violate IRS rules and put the entire organization at risk.
Contrary to for-profit entities, you absolutely should NOT conduct any business with your directors, members (if any), or officers.
Regarding indemnification, both for-profit and nonprofit corporations benefit from limited protection that shields their governing body from certain legal actions brought against the organization. This section of the sample nonprofit bylaws defines that protection by indemnifying directors, officers, and other authorized individuals for actions taken in good faith while performing their duties. Do not alter the wording in this section of the nonprofit bylaws template, as even small changes can weaken its legal effect.
ARTICLE VII - CONTRACTS, CHECKS, LOANS, INDEMNIFICATION
7.01 Contracts and Other Writings
Except as otherwise provided by resolution or policy of the board, 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 a resolution.
7.03 Deposits
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 governing body or a designated committee may select.
7.04 Loans
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.
7.05 Indemnification
- 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.
- 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.
- 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 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.
- 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.
Nonprofit Bylaws Article VIII: Bookkeeping, Fiscal Year, and Miscellaneous Policies
This section of the nonprofit bylaws template is largely self-explanatory. When setting your fiscal year, you have flexibility to choose what best fits your organization's operations. Most nonprofits align their fiscal year with the calendar year for simplicity, but certain organizations, such as schools or educational programs that follow an academic schedule, may choose to end their fiscal year midyear to match the school calendar.
The most important section of this article of the bylaws is the books and record keeping section. Read through the requirements for books and record keeping of nonprofit 501c3 501(c)(3) organizations as we'll address them in detail further down in the document retention policy.
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, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the organization. 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, 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.
Nonprofit Bylaws Article IX: Counter-Terrorism and Due Diligence Policy
This section of the nonprofit bylaws template is essential, especially for organizations that operate or plan to operate in foreign countries. It establishes compliance with federal counter-terrorism and due diligence regulations, which protect your organization from serious legal exposure. Failure to include this language can lead to severe consequences with the Department of the Treasury. Do not alter, shorten, or rewrite it in any way; include it exactly as written.
ARTICLE IX - COUNTER-TERRORISM AND DUE DILIGENCE POLICY
In furtherance of its tax 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.
Nonprofit Bylaws Article X: Document Retention and Record-Keeping Policy
As I mentioned before, you are required by law as a tax-exempt organization to keep records of 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 is in your bylaws. You should also read the articles under the IRS Compliance Section for further information.
ARTICLE X - DOCUMENT RETENTION POLICY
10.01 Purpose
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of [YOUR NONPROFITS NAME] records.
10.02 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 NONPROFITS 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 NONPROFITS NAME] expects all officers, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, and employees should note the following general exception to any stated destruction schedule: If you believe, or the [YOUR NONPROFITS 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
Corporate Documents
Corporate records include the corporation's Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Tax Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request as set forth in these bylaws.
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.
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.
Board and Committee Materials
Meeting minutes should be retained in perpetuity in the corporation's minute book. A clean copy of all other Board and Committee materials should be kept for no less than three years by the corporation.
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.
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.
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.
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 derives independent economic value from the secrecy of the information; and 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.
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.
Correspondence
Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
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.
Insurance
Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
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:
printed in hard copy and kept in the appropriate file; or 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.
Nonprofit Bylaws Article XI: Transparency and Public Disclosure
As mentioned above, to avoid jeopardizing your tax exemption status you have to disclose your financial information such as IRS Annual Information Returns (Form 990), and board meeting minutes.
Your nonprofit bylaws must also specify how and under what conditions the organization will disclose its records. For example, if someone requests the last three years of your Form 990 filings, you should be able to provide those documents promptly and without unnecessary barriers, using the method defined in your bylaws.
The most practical and transparent way to meet this requirement is to make your governing documents, financial reports, and board minutes publicly available on your organization's website as downloadable PDF files. Doing so simplifies compliance and prevents costly IRS penalties for non-disclosure. Many tax-exempt organizations fail to meet these obligations, not out of defiance but because they simply don't understand their legal responsibility.
This holds true for churches who have applied for tax-exemption. 501c3 501(c)(3) Nonprofits are bound to stringent regulations regarding their public disclosure requirements.
So in short, don't ask questions when a request for disclosure is filed, just comply. See the sample disclosure policy in the bylaws template below on how to answer this part.
ARTICLE XI - Transparency and Accountability Disclosure of Financial Information With the General Public
11.01 Purpose
By making full and accurate information about its mission, activities, finances, and governance publicly available, [YOUR NONPROFITS 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:
11.02 Financial and IRS Documents (The Form 1023 And The Form 990)
[YOUR NONPROFITS 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.
11.03 Means and Conditions of Disclosure
[YOUR NONPROFITS 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 NONPROFITS 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 NONPROFITS 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 NONPROFITS NAME] shall submit the Form 990 to its governing body 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 governing body via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS.
11.05 Board
- All deliberations shall be open to the public except where a motion is passed to make any specific portion confidential.
- All board minutes shall be open to the public once accepted by the board, except where a motion is passed to make any specific portion confidential.
- All papers and materials considered by the governing body shall be open to the public following the meeting at which they are considered, except where a motion is passed 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.
Nonprofit Bylaws Article XII: Code of Ethics and Whistle-Blower Policy
This section of the bylaws deals with safeguards and means to put in practice a working whistle blower policy to ensure transparency, productivity, and IRS compliance. Following the nonprofit bylaws template, here you make it the duty of your officers or employees to report violations of these bylaws, and to bring forward potentially harmful dealings of other members, officers, or employees who may harm or jeopardize your tax-exempt status. Don't change anything here, include it as is, it's for your own good.
ARTICLE XII - CODES OF ETHICS AND WHISTLE-BLOWER POLICY
12.01 Purpose
[YOUR NONPROFITS NAME] requires and encourages members, 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 NONPROFITS 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 officer, staff or employee reasonably believes that some policy, practice, or activity of [YOUR NONPROFITS NAME] is in violation of law, a written complaint must be filed by that person with the vice president or the 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.
12.04 Retaliation
Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of [YOUR NONPROFITS NAME] and provides the [YOUR NONPROFITS 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 NONPROFITS NAME] shall not retaliate against any officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of [YOUR NONPROFITS NAME] or of another individual or entity with whom [YOUR NONPROFITS 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 NONPROFITS NAME] shall not retaliate against any officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of [YOUR NONPROFITS 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.
12.05 Confidentiality
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 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 through these bylaws and they shall have the opportunity to ask questions about the policy.
Nonprofit Bylaws Article XIII: Amendments of Bylaws and Articles of Incorporation
From time to time, you may need to amend your Nonprofit Articles of Incorporation with your respective state, or these bylaws, 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 before filing your amendment.
AMENDMENTS OF BYLAWS & ARTICLES OF INCORPORATION
13.01 Amendments to the Articles of Incorporation
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board.
13.02 Amendments to the Bylaws
These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of directors then in office at a meeting of the Board, provided, however,
- that no amendment shall be made to these Bylaws which would cause the corporation to cease to qualify as a tax exempt corporation under Section 501c3 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding section of any future Federal tax code; and,
- 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.
- that all amendments be consistent with the Articles of Incorporation.
Certificate of Adoption of Bylaws
The primary duty of the corporate secretary is to record board meeting minutes and certify adopted resolutions and official documents. Only the secretary should sign this section of the bylaws. Having every board member sign it serves no legal purpose and only complicates future amendments, turning a simple update into an unnecessary administrative ordeal. Almost every 501c3 501(c)(3) application I review has the wrong signature, pay attention people!
CERTIFICATE OF ADOPTION OF BYLAWS
I do hereby certify that the above stated Bylaws of [YOUR NONPROFITS NAME] were approved by the [YOUR NONPROFITS NAME] board of directors on XX, XX, 20XX and constitute a complete copy of the Bylaws of the corporation.
_____________________________
[Secretary's Name], Secretary
Date: ________________________
Final Thoughts on Nonprofit Bylaws and 501c3 501(c)(3) Compliance
Nonprofit's bylaws aren't just paperwork, they're the backbone of your organization's integrity and survival. They decide who holds power, how disputes are settled, and whether your mission stays on course when personalities collide. Most founders treat bylaws like a formality until the first internal conflict or IRS inquiry reminds them otherwise.
What you have here isn't filler text or some generic "template" copied across the web. It's the result of years of hands-on experience fixing broken organizations and rewriting bylaws that should have been done right the first time. Every clause serves a purpose, every section keeps your 501c3 501(c)(3) compliant, transparent, and legally defensible.
If you actually read, adapt, and implement this structure properly, you'll spare yourself months of board drama, legal headaches, and unnecessary IRS correspondence. Take the time to make it fit your organization, word for word. Because once your bylaws are sound, everything else, from your Form 1023 to your daily operations, starts working the way it should.
Appendix: State-By-State Nonprofit Bylaws and Minimum Board Requirements
This appendix lists each state's nonprofit corporation act and the key bylaws provisions that affect how you set board size, director eligibility, and filing requirements. It's a quick reference drawn from current state nonprofit statutes to help you finalize your bylaws accurately.
Disclaimer: State nonprofit corporation laws vary, and board or bylaw requirements change over time. The details in this table reflect current statutes and common nonprofit practice, but you should always verify them against your state's official nonprofit corporation act before filing or organizing.
Even in states that technically permit fewer than three directors, you should never set your bylaws below minimum three directors to maintain IRS compliance and proper governance standards.
| State | Governing Statute | Board Minimum | Minimum Age | Notes |
|---|---|---|---|---|
| Alabama | Alabama Nonprofit Corporation Law (Title 10A-3A) | 1+ (check statute) | 19 | Age of majority is 19. Number of directors set in articles or bylaws. (check statute) |
| Alaska | Alaska Nonprofit Corporation Act (AS 10.20) | Set by bylaws (commonly 3) | 18 | Bylaws not filed, keep with corporate records. |
| Arizona | Arizona Nonprofit Corporation Act (ARS Title 10, Ch. 24-40) | Set by bylaws (commonly 3) | 18 | Modern statutes commonly permit one or more directors, confirm in ARS 10-3803. |
| Arkansas | Arkansas Nonprofit Corporation Act of 1993 (Ark. Code Ann. § 4-33) | 3+ | 18 | Board must be at least three directors (§ 4-33-803). Bylaws kept internally. |
| California | California Corporations Code §§ 5110–6910; § 5220 (number) | No minimum (commonly 3) | 18 | Membership rights must be defined if applicable. AG may review in investigations. |
| Colorado | Colorado Revised Nonprofit Corporation Act (C.R.S. Title 7) | 1+ | 18 | Board may be one or more directors, number set in bylaws (§ 7-128-103). |
| Connecticut | Connecticut Revised Nonstock Corporation Act (CGS Ch. 602) | 3+ | 18 | Board must be three or more directors (§ 33-1082). Bylaws not filed. |
| District of Columbia | D.C. Nonprofit Corporation Act (Title 29, Ch. 4) | 3+ | 18 | Standard adult capacity. Minimum three directors required. |
| Delaware | Delaware General Corporation Law (Title 8) — Nonstock | 1+ | 18 | Nonstock nonprofits allowed; one director permitted. |
| Florida | Florida Not For Profit Corporation Act (Ch. 617) | 3+ | 18 | Board of three or more individuals; bylaws adopted by incorporators or initial board. |
| Georgia | Georgia Nonprofit Corporation Code (Title 14, Ch. 3) | 1+ (3+ if formed on or after July 1, 2023 and the corporation has no members) | 18 | Bylaws govern number and procedures; keep internally. |
| Hawaii | Hawaii Nonprofit Corporations Act (HRS 414D) | 3+ | 18 | Board must be three or more directors (§ 414D-133). Bylaws kept with records. |
| Idaho | Idaho Nonprofit Corporation Act (Idaho Code Title 30, Ch. 30) | 3+ (religious corp: 1+) | 18 | General nonprofits require at least three directors. Religious corporations may have one (§ 30-30-603). |
| Illinois | Illinois General Not For Profit Corporation Act (805 ILCS 105) | Set by bylaws (commonly 3) | 18 | Many orgs use at least three directors for governance best practice. |
| Indiana | Indiana Nonprofit Corporation Act (IC 23-17) | 3+ | 18 | Board must be at least three directors (IC 23-17-12-3). |
| Iowa | Revised Iowa Nonprofit Corporation Act (Iowa Code Ch. 504) | 1+ | 18 | Board may be one or more individuals (§ 504.803). IRS still prefers three for 1023. |
| Kansas | Kansas General Corporation Code, Nonstock Corps (K.S.A. Ch. 17) | 1+ | 18 | Board consists of one or more directors, number fixed by bylaws (K.S.A. 17-6301, 17-6014 for nonstock). |
| Kentucky | Kentucky Nonprofit Corporation Acts (KRS Ch. 273) | 3+ | 18 | Board must be three or more individuals (KRS 273.211, as amended). |
| Louisiana | Louisiana Nonprofit Corporation Law (La. R.S. Title 12, Ch. 2) | 3+ | 18 | At least three directors, exception tied to number of members (La. R.S. 12:224). |
| Maine | Maine Nonprofit Corporation Act (Title 13-B) | 3+ | 18 | § 703 requires a board of not less than three directors. Not filed with the state. |
| Maryland | Maryland Corporations and Associations Code (Title 5, Subtitle 2) | 3+ | 18 | § 5-202 requires at least three directors unless the corporation has fewer members. |
| Massachusetts | Mass. Gen. Laws ch. 156D § 8.03 | 1+ (practice often 3+) | 18 | Nonprofits organized under ch. 180 often use ch. 156D governance rules; 156D § 8.03 allows one or more directors. |
| Michigan | Mich. Comp. Laws § 450.2505 | 3+ (narrow statutory exceptions) | 18 | Default minimum three directors. Specific statutory carve outs exist, confirm if relying on an exception. |
| Minnesota | Minn. Stat. ch. 317A | 3+ | 18 | 317A.203 requires three or more directors. Number set in articles or bylaws. |
| Mississippi | Mississippi Nonprofit Corporation Act (Title 79, Ch. 11) | 3+ | 18 | Age of majority is 21 but 18 is the prevailing standard for nonprofit directors. Check Statute. |
| Missouri | Mo. Rev. Stat. ch. 355 | 3+ | 18 | State startup guidance lists three minimum for nonprofits. |
| Montana | Mont. Code Ann. ch. 35-2 (Nonprofit Corporations) | 3+ | 18 | Startup guidance indicates three minimum directors. |
| Nebraska | Nebraska Nonprofit Corporation Act (Ch. 21) | Set by bylaws | 19 | Bylaws adopted internally; confirm director eligibility under Nebraska Nonprofit Corporation Act. |
| Nevada | Nevada Nonprofit Corporations (NRS 82) | Set by bylaws (commonly 3) | 18 | Bylaws control procedures; not filed. |
| New Hampshire | N.H. Rev. Stat. Ann. § 292:6-a | 5+ (voting directors, independence limits apply) | 18 | Charitable nonprofits must have at least five voting directors, with independence and family restrictions. |
| New Jersey | New Jersey Nonprofit Corporation Act (Title 15A) | Set by bylaws (commonly 3) | 18 | Bylaws define number and terms; not filed. |
| New Mexico | N.M. Stat. Ann. § 53-8-18 | 3+ | 18 | Statute sets number and election. Common practice is three minimum. |
| New York | New York Not-for-Profit Corporation Law (NPCL) | 3+ | 18 | Directors must be 18 or older, board not less than three (§ 702). |
| North Carolina | North Carolina Nonprofit Corporation Act (Ch. 55A) | Set by bylaws (commonly 3) | 18 | Bylaws adopted at organizational meeting, not filed with state. |
| North Dakota | North Dakota Nonprofit Corporations Act (N.D.C.C. ch. 10-33) | 3+ (may be fewer if only 1–2 voting members) | 18 | § 10-33-28 requires three or more directors, limited exception tied to number of voting members. |
| Ohio | Ohio Revised Code Chapter 1702 | 3+ (if only 1–2 voting members, board may be fewer but not less than number of members) | 18 | Adopt bylaws at organizational meeting, keep with corporate records. |
| Oklahoma | Oklahoma General Corporation Act, nonprofit provisions (Title 18) | 1+ | 18 | § 18-1027 allows a board of one or more directors, number fixed in certificate or bylaws. |
| Oregon | Oregon Nonprofit Corporation Act (ORS Chapter 65) | Set by bylaws (commonly 3) | 18 | Bylaws govern directors; keep in records. |
| Pennsylvania | 15 Pa.C.S. (Associations) — Nonprofit Corporation Law | 1+ (commonly 3) | 18 | Number fixed in bylaws. If neither bylaws nor articles fix the number, default is three. |
| Rhode Island | Rhode Island Nonprofit Corporation Act (R.I. Gen. Laws ch. 7-6) | 3+ | 18 | § 7-6-23 sets a minimum of three directors, number otherwise fixed in bylaws. |
| South Carolina | South Carolina Nonprofit Corporation Act (S.C. Code Ann. Title 33, ch. 31) | 3+ | 18 | § 33-31-803 requires a board of three or more directors. |
| South Dakota | South Dakota Nonprofit Corporation Act (SDCL ch. 47-22 to 47-28) | 3+ | 18 | § 47-23-14 sets not less than three directors; number set by bylaws, first board set by articles. |
| Tennessee | Tennessee Nonprofit Corporation Act (Tenn. Code Ann. Title 48) | 3+ | 18 | § 48-58-103 requires three or more directors. |
| Texas | Texas Business Organizations Code (BOC) Chapter 22 | 3+ | 18 | SOS guidance affirms minimum three directors for nonprofits. |
| Utah | Utah Revised Nonprofit Corporation Act (Title 16, Ch. 6a) | Set by bylaws (commonly 3) | 18 | Adopt at organizational meeting, retain internally. |
| Vermont | Vermont Nonprofit Corporation Act (11B V.S.A. ch. 8) | 3+ | 18 | § 8.03 requires three or more directors, number fixed in articles or bylaws. |
| Virginia | Virginia Nonstock Corporation Act (Title 13.1, Ch. 10) | Set by bylaws | 18 | Nonstock nonprofit framework; bylaws govern board size. |
| Washington | Washington Nonprofit Corporation Act (RCW 24.03A) | 1+ general, 3+ if public charity | 18 | Public charities described in IRC 509(a)(1)–(4) must have three or more directors. |
| West Virginia | West Virginia Nonprofit Corporation Act (W. Va. Code ch. 31E) | 3+ | 18 | § 31E-8-803 requires a board of three or more individuals. |
| Wisconsin | Wisconsin Nonstock Corporation Law (Ch. 181) | 3+ | 18 | Bylaws retained internally; not filed. |
| Wyoming | Wyoming Nonprofit Corporation Act (Wyo. Stat. § 17-19-101 et seq.) | 3+ | 18 | § 17-19-803 requires three or more directors. Number may change but not below three. |
Further Reading & References
- Nonprofit Board of Directors, Officers & Members Explained – How leadership roles differ and why structure matters.
- Founders Aren't Owners: Why Your Nonprofit Isn't Yours – The legal truth about control and ownership in nonprofits.
- Nonprofit Board Meeting Minutes Sample & Template – Proper documentation that keeps your board compliant.
- Nonprofit Sexual Harassment Policy with Sample – A ready-to-use guide to protect your team and your organization.