Nonprofit Bylaws: What to Include and How to Write Them

Nonprofit bylaws are both a legal requirement and a practical governance tool. They define the rules your organization operates by — who has authority, how that authority is exercised, and what happens when things don’t go smoothly.

Most nonprofits adopt bylaws because they need them for the IRS application and then don’t look at them again until something goes wrong. That’s a mistake. Well-written bylaws prevent governance disputes, clarify who can sign contracts, and give board members and staff a clear operating framework. Poorly written bylaws — or bylaws that don’t match how the organization actually operates — are a liability.

A nonprofit bylaws template is a useful starting point, but the document needs to reflect your actual organization. This guide covers what must be in your bylaws, what goes wrong most often, and what a well-structured bylaws document looks like.

What Bylaws Are and Why They Matter

Bylaws are an internal governing document — they govern the relationship between your organization and its board members. Unlike your articles of incorporation (which are filed with the state), bylaws are not typically filed publicly, though many organizations make them available on their websites.

The IRS requires bylaws for 501(c)(3) applications. Your 1023 application asks you to provide a copy. The IRS reviews bylaws to confirm that the organization’s governance structure is consistent with tax-exempt status — particularly that the organization isn’t structured to benefit private individuals.

Many grant funders ask for bylaws as part of their due diligence. Banks and financial institutions may ask for them when you’re setting up accounts. If your organization ever has a governance dispute — a board member refuses to leave, officers disagree about authority, a major donor questions governance — your bylaws determine how that gets resolved.

What Must Be in Nonprofit Bylaws

Organization Name and Purpose

Your bylaws should state your legal name (as it appears in your articles of incorporation) and your exempt purpose. The purpose statement in your bylaws should be consistent with — ideally identical to — the purpose statement in your articles of incorporation.

Some bylaws have expansive purpose statements covering every conceivable charitable activity. That’s fine, but your 501(c)(3) application must be consistent with your stated purpose. If your bylaws say your purpose is “to promote the arts,” but your application describes a food pantry, you have a problem.

Membership Structure

Many nonprofits are “non-membership” organizations — the board itself holds all governance authority, and there’s no separate membership class. This is the most common structure for charitable nonprofits.

Some organizations have formal membership structures, where members elect the board or vote on major organizational decisions. If you have members, your bylaws must define: who qualifies for membership, how membership is obtained and terminated, what rights members have (including voting rights), and how member meetings are called and conducted.

Non-membership organizations should state explicitly that there are no members, to avoid any ambiguity.

Board of Directors

This is the most important section of your bylaws and typically the most detailed. It should cover:

Composition: How many directors does the board have? Most bylaws specify a range (e.g., “not fewer than five and not more than fifteen directors”) rather than a fixed number, giving flexibility to grow or shrink the board as needed.

Qualifications: What characteristics or qualifications are required to serve? Some bylaws specify community residency requirements, professional background requirements, or simply that directors must be adults who are not employees of the organization.

Terms: How long does each director serve? Staggered terms (e.g., one-third of the board’s terms expire each year) maintain governance continuity — you never have a situation where the entire board turns over simultaneously. Two- or three-year terms with staggered expiration are standard.

Term limits: Whether to impose term limits is a governance choice. Some organizations limit directors to two consecutive terms; others allow unlimited service. There are arguments on both sides; the important thing is that the policy is clear in the bylaws.

Election: How are directors elected? Most nonprofit boards are self-perpetuating — existing board members elect new directors. Specify the process clearly: who nominates, when nominations are accepted, and how the vote is conducted.

Removal: How can a director be removed? Typically by a vote of the board (often a supermajority — two-thirds) for cause or without cause. Having a clear removal provision prevents situations where a director refuses to leave and there’s no mechanism to address it.

Vacancies: How are mid-term vacancies filled? Usually by board vote, with the replacement serving the remainder of the original term.

Compensation: Most nonprofit boards state explicitly that directors serve without compensation, or specify that directors may be reimbursed for expenses. This is important for IRS purposes — the IRS expects board members not to receive unreasonable compensation.

Officers

Officers (at minimum: president or chair, secretary, treasurer) typically serve as officers of the board and may also hold staff roles or be separate from staff. Your bylaws should define:

Which officer positions exist
How officers are elected (by the board, typically at the annual meeting)
Term length for officers
Duties of each officer position
How vacancies in officer positions are filled
Whether any officer positions can be held by the same person simultaneously (president and secretary should generally be separate people)

Meetings

Regular meetings: How often does the board meet? Monthly, quarterly? Your bylaws should set a minimum frequency and describe how meetings are called.

Annual meeting: When is the annual meeting held? This is typically when officers are elected and the board reviews annual financial information.

Special meetings: Under what circumstances can special meetings be called, and who can call them? Special meetings are used for urgent decisions between regular meetings.

Notice requirements: How far in advance must board members be notified of meetings? Ten days is common for regular meetings; sometimes shorter for special meetings.

Quorum: What percentage of directors must be present for business to be transacted? A majority of current directors is standard, but verify your state’s nonprofit corporation law for any minimums. Operating without a quorum means any decisions made are technically invalid.

Remote participation: State explicitly whether directors can participate by phone or video conference and be counted toward quorum. This was ambiguous in many bylaws before remote meetings became routine.

Action without a meeting: Many states allow boards to act by unanimous written consent (or electronic equivalent) without holding a meeting. If your state permits this and you want to allow it, include it in your bylaws.

Committees

Most boards operate with standing committees — an Executive Committee, Finance/Audit Committee, Governance/Nominating Committee, and sometimes program-specific committees. Your bylaws should describe the committee structure, how committee members are appointed, and what authority committees have.

One important distinction: committees can be given delegated authority to act on behalf of the board between meetings (like an Executive Committee) or purely advisory roles with no independent decision-making authority. Be explicit about which committees have which authority.

Executive Director / CEO (if applicable)

If you have or expect to have paid staff, your bylaws should describe the relationship between the board and the executive director. Typically:

The executive director is hired and supervised by the board
The executive director has authority over staff hiring and management
The executive director is accountable to the board for organizational performance
The executive director does not have voting rights on the board (if also a board member, which is rare for good governance reasons)

Conflict of Interest

IRS Form 1023 asks whether your organization has a conflict of interest policy and asks you to provide it. Many organizations include the policy in their bylaws; others adopt it as a separate document.

At minimum, a conflict of interest provision should:

Define what constitutes a conflict (personal financial interest, close personal relationships)
Require disclosure of conflicts before the affected transaction
Establish a process for managing conflicts (the interested person leaves the room; the disinterested board members make the decision)
Require annual disclosure statements from board members and key officers

Fiscal Year

State your organization’s fiscal year. Calendar year (January-December) is common. Some organizations use July-June or October-September to align with government funding cycles.

Indemnification

An indemnification clause protects board members and officers from personal liability for actions taken in good faith in their board capacity. Standard language states that the organization will indemnify directors and officers to the extent permitted by state law. This is important for director recruitment — many potential board members will ask whether the organization indemnifies them.

Document and Records Requirements

Some organizations include document retention policies in bylaws; others adopt them as separate policies. At minimum, state who maintains the official records of the organization and where they’re kept.

Amendment Procedures

How do you change the bylaws? Typical provisions require:

Advance notice of a proposed amendment (e.g., at least 10 days before the vote)
A supermajority vote (two-thirds of directors present and voting)
Possibly approval at two consecutive meetings for major changes

Having a deliberate amendment process prevents bylaws from being changed impulsively. It also prevents any single board member from unilaterally rewriting the rules.

Dissolution

The dissolution clause is required for 501(c)(3) status. It must specify that upon dissolution, assets will be distributed to one or more 501(c)(3) organizations or to a government entity, not to private individuals.

What Commonly Goes Wrong

Too rigid: Bylaws that specify meeting schedules, committee assignments, or organizational procedures too precisely create compliance problems when the organization’s needs change. “The board shall meet on the third Tuesday of every month” becomes problematic when that doesn’t work for your board members. Build in flexibility.

Too vague: Bylaws that say “the board will handle governance” without specifying how decisions are made, who has authority, and what quorum means create ambiguity that gets exploited during disputes. Be specific about the things that matter.

Inconsistent with articles of incorporation: Your bylaws and articles must be internally consistent. The purpose statement, the membership structure, and the dissolution clause in your bylaws should match your articles. Inconsistencies create legal ambiguity.

Not reviewed or updated: Organizations often have bylaws adopted 10 years ago that don’t reflect current board size, committee structure, or governance practice. Annual review catches drift before it becomes a compliance problem.

Not followed: This is the most common problem. Organizations adopt bylaws that describe a governance structure they don’t actually follow — meetings aren’t held at required frequency, quorum isn’t tracked, officers aren’t formally elected. Bylaws that describe an organization you aren’t create legal and IRS risk.

The Difference Between Bylaws and Policies

Bylaws establish the structural framework of governance. Policies implement that framework and govern day-to-day operations.

The key distinction: changing bylaws requires a formal amendment process (advance notice, supermajority vote). Policies can typically be changed by a majority board vote or, for operational policies, by the executive director within delegated authority.

Put in bylaws: structural elements that rarely change and that define the fundamental governance framework.

Put in policies: operational procedures, specific rules that may need adjustment as the organization evolves, detailed conflict of interest procedures, records retention schedules, investment policies.

If everything is in your bylaws, every operational adjustment requires a formal amendment process. That creates unnecessary friction.

A Well-Structured Bylaws Document: Conceptual Outline

A typical nonprofit bylaws document runs 8-20 pages. A well-structured outline:

Article I: Name and Purpose — legal name, exempt purpose, non-membership statement (if applicable)

Article II: Board of Directors — composition, qualifications, terms, elections, removal, vacancies, compensation

Article III: Meetings of the Board — regular meetings, annual meeting, special meetings, notice, quorum, voting, remote participation, action without meeting

Article IV: Officers — positions, election, terms, duties, vacancies, removal

Article V: Committees — standing committees, special committees, authority, composition, meetings

Article VI: Executive Director (if applicable) — appointment, authority, relationship to board

Article VII: Conflict of Interest — definition, disclosure, management process

Article VIII: Finances — fiscal year, financial controls, signatory authority, audit requirements

Article IX: Indemnification

Article X: Records — location, access, retention

Article XI: Amendments — notice, vote required, effective date

Article XII: Dissolution

Review Cadence

Bylaws should be reviewed at least annually, typically at your governance committee meeting before the annual board meeting. The review should check:

Does the document still accurately describe how the organization operates?
Have any state law changes affected required provisions?
Are there governance gaps the bylaws don’t address?
Are all committee structures and officer roles still accurate?

When you do amend bylaws, keep a version history — track what changed, when, and why. The IRS may ask for current bylaws; a court might want to see the history of a specific provision.

Strong governance and strong financial management reinforce each other. Once your bylaws establish the governance framework, GrantPipe helps your board exercise meaningful oversight over finances and grants. The audit trail and activity log creates the documented record of financial activity that your board’s finance committee needs to do its job. The restricted fund tracking gives your treasurer and finance committee accurate visibility into restricted versus unrestricted funds, grant balances, and compliance status.

For organizations applying for 501(c)(3) status alongside finalizing their bylaws, the 501(c)(3) application guide covers the full IRS process. And for organizations at the stage of pursuing their first grants, how to apply for government grants as a nonprofit explains the federal grant process that your organizational documents need to support.

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