Writing bylaws

What bylaws cover

Bylaws describe how the organization governs itself. They are not filed with the state in most places, but the IRS asks on Form 1023 whether you have adopted them, grantmakers often request them, and your bank will want a copy.

Typical sections include the following.

• Name, purpose, and principal office
• Whether the organization has members, and if so, their rights
• Number of directors, terms, term limits, and how directors are elected and removed
• Officers and their duties
• Meetings, notice requirements, quorum, and voting
• Committees
• Conflicts of interest
• Indemnification of directors and officers
• Fiscal year
• How the bylaws are amended

Match them to your state's law

State nonprofit corporation law sets default rules and some requirements that bylaws cannot override. Templates found online are often written for another state. Check quorum rules, notice periods, and electronic voting provisions against your state's statute.

Keep them usable

Overly detailed bylaws create problems when the organization grows. Put procedures that will change often, such as committee assignments or signing thresholds, in board policies instead. Bylaws should hold the structure. Policies should hold the details.

Follow them

An organization that ignores its own bylaws weakens its legal protections. If the board keeps working around a provision, amend it properly.