Nonprofit Bylaws Template
A ten article bylaws template covering directors, meetings, officers, conflicts, records and dissolution, with every clause explained and the state variables flagged. Free Word document, no email required, full text on this page.
Bylaws are the document nobody reads until there is a disagreement, and by then it is too late to discover they say something unworkable.
This template covers the ten articles a small 501(c)(3) needs, with placeholders where your state or your circumstances decide the answer. The full text is below and in the download.
Read this before you adopt anything
Three warnings, and they are not boilerplate.
Director numbers, quorum and notice periods are set by your state. Most states require three directors, a few allow one, New Hampshire requires five. Adopting a number that conflicts with your statute makes the clause unenforceable and can invalidate decisions taken under it.
Article IX is not optional. The dissolution clause committing remaining assets to another exempt organization is what the IRS looks for on an exemption application. Applications are returned for its absence more often than for anything else.
This is a starting point, not a finished document. Bylaws govern what happens when people disagree about money or control. An hour of review by a nonprofit attorney is the single best legal spend a new organization can make, and it is cheaper than the dispute.
What each article does
| Article | Covers | Where people get it wrong |
|---|---|---|
| I. Name and offices | Legal name, principal office, registered agent | Name must match your articles exactly |
| II. Purpose | Exempt purpose and the inurement limitation | Purpose drawn so narrowly it blocks future work |
| III. Board of directors | Number, terms, election, removal, vacancies | Setting the number at the state minimum |
| IV. Meetings | Annual, regular, special, notice, quorum | Notice periods nobody actually observes |
| V. Officers | President, Secretary, Treasurer and duties | Duties left vague, so nobody owns filings |
| VI. Committees | Authority to create them | Non-directors given board authority |
| VII. Conflicts of interest | Disclosure and recusal | Policy referenced but never adopted |
| VIII. Records and finances | Fiscal year, records, annual filings | Fiscal year chosen without thought |
| IX. Dissolution | Assets to another exempt organization | Omitted, and the IRS returns the application |
| X. Amendments | How to change the bylaws | Threshold so high nothing can ever change |
The four decisions to make before you fill it in
How many directors. Check your state minimum, then set your range above it. A board sitting exactly on the floor loses quorum the moment one person resigns, and cannot then lawfully act to fix it.
What counts as a quorum. A majority of directors in office is the usual answer. Setting it higher feels prudent and means a board of seven cannot meet when two are on holiday.
Your fiscal year end. It permanently sets your annual return deadline, the fifteenth day of the fifth month after year end. Choose the point when your books are quietest, not automatically December.
Term length and limits. Two or three year terms with a limit of two or three consecutive terms is common. Terms without limits produce boards that never refresh; limits without staggering produce boards that turn over all at once.
The template
Article I. Name and offices
1.1 Name. The name of the corporation is [ORGANIZATION NAME] (the “Corporation”).
1.2 Principal office. The principal office is located at [ADDRESS], in the State of [STATE]. The Corporation may have other offices as the Board determines.
1.3 Registered agent. The Corporation shall continuously maintain a registered office and registered agent in the State of [STATE] as required by law.
Article II. Purpose
2.1 Purpose. The Corporation is organized exclusively for charitable, educational, religious or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Specifically, the Corporation exists to [STATE YOUR MISSION IN ONE OR TWO SENTENCES].
2.2 Limitations. No part of the net earnings shall inure to the benefit of, or be distributable to, its directors, officers or other private persons, except that the Corporation may pay reasonable compensation for services rendered.
Article III. Board of directors
3.1 Powers. The affairs of the Corporation shall be managed by its Board of Directors.
3.2 Number. The Board shall consist of no fewer than [THREE] and no more than [FIFTEEN] directors.
3.3 Term. Directors shall serve [TWO] year terms and may serve no more than [THREE] consecutive terms.
3.4 Election. Directors shall be elected by a majority vote of the directors then in office at the annual meeting.
3.5 Vacancies. A vacancy shall be filled by a majority vote of the remaining directors, even if fewer than a quorum remains.
3.6 Removal. A director may be removed, with or without cause, by a [TWO THIRDS] vote of the directors then in office.
3.7 Compensation. Directors shall serve without compensation but may be reimbursed for reasonable expenses.
Article IV. Meetings
4.1 Annual meeting. An annual meeting shall be held in [MONTH] of each year.
4.2 Regular meetings. Regular meetings shall be held [QUARTERLY] at such time and place as the Board determines.
4.3 Special meetings. Special meetings may be called by the [PRESIDENT] or by any [TWO] directors.
4.4 Notice. Notice shall be given at least [SEVEN] days in advance, stating date, time, place and, for special meetings, the purpose.
4.5 Quorum. A [MAJORITY] of directors then in office constitutes a quorum. No business may be transacted without a quorum.
4.6 Remote participation. Directors may participate by conference call or video, provided all participants can hear one another simultaneously.
4.7 Action without a meeting. Any action required at a meeting may be taken without one if all directors consent in writing.
Article V. Officers
5.1 Officers. The officers shall be a President, a Secretary and a Treasurer, and such others as the Board appoints.
5.2 Duties. The President presides at meetings. The Secretary keeps minutes and gives notice. The Treasurer oversees financial records and reports on the financial condition of the Corporation at each regular meeting.
5.3 Term. Officers serve [ONE] year terms and may be reappointed.
Article VI. Committees
6.1 Committees. The Board may establish committees. Any committee exercising the authority of the Board shall consist solely of directors.
Article VII. Conflicts of interest
7.1 Policy. The Board shall adopt and annually review a written conflict of interest policy. Each director and officer shall annually sign a statement acknowledging it and disclosing any actual or potential conflict.
7.2 Interested transactions. A director with a conflict shall disclose it, shall not participate in discussion beyond providing information, and shall not vote. The minutes shall record the disclosure and the abstention.
Article VIII. Records and finances
8.1 Fiscal year. The fiscal year shall end on [MONTH AND DAY].
8.2 Records. The Corporation shall keep minutes of all meetings, accurate financial records, and a current list of directors and officers.
8.3 Annual filings. The Treasurer shall ensure the Corporation files its annual return with the Internal Revenue Service and all required state filings by their due dates.
8.4 Inspection. The Corporation shall make its three most recent annual returns and its exemption application available for public inspection as required by law.
Article IX. Dissolution
9.1 Dissolution. Upon dissolution, after paying or providing for all liabilities, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3), or to the federal government, or to a state or local government, for a public purpose. No assets shall be distributed to any director, officer or private individual.
Article X. Amendments
10.1 Amendments. These Bylaws may be amended by a [TWO THIRDS] vote of the directors then in office, provided notice of the proposed amendment was given with the meeting notice.
Reference information, not legal advice. Bylaws govern real disputes about money and control, and requirements vary by state. Have this reviewed by a nonprofit attorney before adopting it.
Adopting them
Bylaws take effect when the board adopts them, not when they are written. Hold a meeting, put adoption on the agenda, vote, and record in the minutes the date, the vote, and that the bylaws attached are the ones adopted.
The Secretary then signs a certification on the document stating that it is a true copy of the bylaws adopted on that date. Keep the signed copy permanently, keep every superseded version, and store them somewhere that survives a change of officers. A bylaws document nobody can locate is functionally the same as not having one.
What this template deliberately leaves out
It assumes a self-perpetuating board with no voting members, which is how most small US nonprofits are structured. If you intend to have members with statutory voting rights, that changes several articles and is worth taking advice on.
It also omits indemnification of directors, which many organizations add, and which interacts with your state statute and your directors and officers insurance policy. Raise it at the same time you have the rest reviewed.
Download this template
Free, no email address, no signup. The full text is on this page as well, so you can read it before you download it.
Questions people ask
Do we have to file our bylaws with anyone?
Usually not with the state. Articles of incorporation are filed publicly; bylaws generally are not.
You do submit them to the IRS with a full Form 1023 application. Form 1023-EZ does not ask for them, but you must still have adopted them, and the IRS can request them later.
Keep the signed adopted copy permanently. Banks, funders and auditors ask for it more often than founders expect.
What is the difference between bylaws and articles of incorporation?
Articles create the organization. Bylaws govern how it runs.
Articles are filed with the state, are public, are short, and are awkward to amend because each change means another state filing and fee.
Bylaws are internal, longer, and amendable by your board under whatever threshold you set. Put only what the state requires in the articles, and the operating detail in the bylaws, so ordinary changes do not require a state filing.
How many directors do we actually need?
Check your state, then recruit above the minimum.
Most states require three. Roughly a third allow as few as one, including Arizona and Delaware. New Hampshire requires five. The IRS sets no minimum but expects a board capable of independent judgement.
Three is the practical floor for a real board, and even then one resignation leaves you unable to reach quorum. Five to seven gives you room for turnover without paralysis.
Can we change our bylaws later?
Yes, under whatever process Article X sets, typically a two thirds vote of directors with advance notice of the proposed change.
Record the amendment in your minutes with the date and the exact new wording, and keep the superseded version. An organization that cannot show which version was in force on a given date has a real problem if anything is ever challenged.
Set the threshold thoughtfully. Too low and the bylaws provide no stability. Too high and you will discover in five years that nothing can be changed.
What happens if we do not follow our own bylaws?
Decisions taken outside them can be challenged and, in some circumstances, treated as void.
The common failures are ordinary: acting without quorum, skipping the notice period, or electing directors at a meeting that was not properly called. None feels serious at the time, and all of them surface during a dispute.
If your bylaws describe a process nobody follows, the answer is to amend them to describe what you actually do, not to keep a document that everybody quietly ignores.
Do bylaws need to be signed or notarised?
Notarisation is not usually required. A certification by the Secretary stating the date the board adopted them is standard and sufficient in most states, and the template includes one.
What matters more is the board resolution adopting them, recorded in the minutes of the meeting where the vote happened. That minute is the evidence, and the signed copy is the artefact.
Should our bylaws mention members?
Only if you genuinely intend to have voting members, and think hard before you do.
A membership structure means members elect directors and may have to approve major decisions, which adds meetings, notice requirements and voting procedures your state will regulate.
Most small nonprofits are better served by a self-perpetuating board where directors elect their successors, which is what this template assumes. You can have supporters, subscribers or a community without giving them statutory voting rights.
Can board members be paid?
Directors usually serve without compensation, and this template says so, though reimbursement of expenses is normal.
Where a director is also an employee, for example a founder serving as executive director, compensation is permitted but must be reasonable and approved by the disinterested directors with comparability data recorded in the minutes. The interested person should not vote on their own pay.
The full Form 990 asks about this, and boards that pay their own members without a documented process invite scrutiny they do not need.
This is reference information, not legal or tax advice. Rules vary by state and change over time. For a decision that carries real consequences, check the current text at irs.gov or your state registry, and talk to a nonprofit attorney or CPA.