US Corporate Bylaws

About Bylaws

Bylaws are a nonprofit organization’s internal operating rules or organizational manual. The bylaws serve as guidance for the board members of a nonprofit. Typically, you create the bylaws and have comprehensive policies and resolutions to support the various activities and responsibilities of your board. Bylaws aim to establish procedures for holding elections, organizing meetings, quorum requirements, membership structure, and other operations. There is no specific language required by the IRS for writing bylaws, although you should check your state officials for any additional requirements.

Key Items In Bylaws

Required items for the bylaws to be established:

• The number of annual meetings. Must be at least one.
• Minimum and maximum board members. Most states require between two and three.
• Establish the Charitable, Educational, or Scientific purpose of the org.
• Officers of the board. Most states require a president and a secretary.

Governing Board Members

Bylaws are crucial to help dictate and govern the board members within a nonprofit. Typical items to include are:

• How board members are chosen or hired
• Board member roles
• Board member term limits
• Scope of powers of the board
• The process should there be a vacancy on the board
• Process and conditions of removal of a board member
• How quorum is created - typically when the majority or two-thirds of the board is present.

Keep in mind that your bylaws should not be too specific or include information that changes frequently. When changes occur to your bylaws you must submit the updates to the IRS through the annual Form 990 Filing. Keep your bylaws general and not specific to a person, or project. Examples of details to avoid include exact days and times for annual meetings, specific fundraising guidelines, and board member roles. Bylaws should also be reviewed every 2 years, at a minimum.

Here are the best practices for writing bylaws.