How to Write Nonprofit Bylaws

Have you ever been invited to play a group game, but there is no rule book? It starts out pretty easy, but there is that one friend who keeps adding in random rules? My sister did this all the time as we were growing up. She decided games were more fun if you didn’t have to read the rules first. This would be fine until about 5 minutes into the game when she would start making up random rules.

This is what we want to avoid by creating by-laws for our nonprofit organizations. Your bylaws establish the rules for your nonprofit organization and the procedures for elections, meetings, and other essential operations.

Each nonprofit organization’s bylaws will be different based on the needs of the organizations. Below I have outlined an example of nonprofit bylaws, but there are additional articles that may be needed including transparency articles, nondiscrimination policies, due diligence policies, etc. These are dependent on your organization and how the Executive Director and Board of Directors decide to draft the bylaws.



Nonprofit Bylaws Outline

Article I. Name of Organization
Article II. Corporate Purpose
  • why the organization exists
  • what your organization does
Article III. Membership
  • who the members are
  • dues of membership
  • responsibilities of membership
Article IV. Meetings of Members
  • requirements for meeting attendance
  • requirements for additional classes
  • requirements for committee participation
Article V. Board of Directors
  • number of directors
  • the powers of the Board of Directors
  • term limits
  • Board of Director meetings and requirements
  • compensation for activity
Article VI. Officers
  • list of officers in the organization
  • duties of each office
  • how officers are elected
  • how to fill vacancies
Article VII. Committees
  • how committees are formed
  • what committees are designated for
Article VIII. Corporate Staff
Article IX. Conflict of Interest and Compensation
  • what to do in the event of a conflict of interest
  • compensation for organization activities
  • compensation for professional services
Article X. Indemnification
Article XI. Books and Records
  • rules and regulations for book keeping and record keeping
Article XII. Amendments
Adoption of Bylaws

Other Resources to Check Out

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