A nonprofit’s constitution and bylaws together set out who the organization is and how it runs, and the requirements fall into two layers: state law dictates what the incorporation documents must contain, and the IRS imposes additional language for any group seeking 501(c)(3) status. At a minimum, the constitution needs a name, purpose, membership eligibility, and a dissolution clause; the bylaws need board structure, officer duties, meeting and quorum rules, and an amendment procedure. Tax-exempt applicants also need specific IRS-approved wording on purpose and asset dedication, plus a written conflict of interest policy.
How the Constitution and Bylaws Divide the Work
The constitution answers the permanent questions: name, mission, who can join. Bylaws handle the operating rules: how many directors, how often the board meets, what it takes to pass a vote. Bylaws get consulted far more often in practice, and they’re written to be easier to change.
When the two conflict, the constitution wins, and both must comply with state and federal law. Incorporated nonprofits also have articles of incorporation, filed with the state, which legally establish the entity. Some incorporated groups skip a separate constitution and let the articles plus bylaws do all the work.
What the Constitution Must Contain
Four elements belong in every constitution, and changing any of them is deliberately difficult.
- The organization’s official legal name, which must be distinguishable from any other entity already registered in the state. Most Secretary of State websites offer a free name search.
- A clear statement of purpose or mission. For 501(c)(3) applicants, the IRS requires this purpose to be limited to recognized exempt categories such as charitable, religious, educational, or scientific activities.
- Membership eligibility criteria that align with the mission.
- A dissolution clause directing where the organization’s assets go if it shuts down.
The dissolution clause trips up more new nonprofits than almost anything else. The IRS will reject a 501(c)(3) application if the organizing documents don’t permanently dedicate assets to an exempt purpose. Acceptable language typically states that upon dissolution, assets will be distributed to one or more organizations that qualify under Section 501(c)(3), or to a government entity for a public purpose.1Internal Revenue Service. Does the Organizing Document Contain the Dissolution Provision Required Under Section 501(c)(3) The IRS publishes specific suggested language that satisfies this requirement, and using it verbatim is the simplest way to avoid back-and-forth with the agency during the application.2Internal Revenue Service. Suggested Language for Corporations and Associations (Per Publication 557)
What Bylaws Must Cover
Board Structure and Officer Duties
Bylaws define how many directors sit on the board, how long each term lasts, and how vacancies get filled. They assign specific duties to the president, secretary, treasurer, and any other officers, including financial oversight, record keeping, and signing authority on bank accounts. When a dispute later arises over who had authority to approve a purchase or sign a contract, the bylaws are the first document everyone turns to.
Most bylaws also include indemnification provisions that protect directors and officers from personal liability when they act in good faith on the organization’s behalf. State nonprofit corporation laws typically authorize or require these protections, and leaving them out makes recruiting board members harder.
Meetings, Quorum, and Electronic Participation
Bylaws set the schedule for regular board and membership meetings, the procedures for calling special meetings, and the quorum required to conduct official business. Quorum is the minimum number of members or directors who must be present for any vote to count. If the bylaws are silent, most state nonprofit statutes supply a default, often a majority of the board. Bylaws can set a higher threshold but generally cannot go below one-third.
Remote participation and electronic voting are worth addressing directly. If bylaws are silent on virtual attendance, some states may not allow it to count toward quorum. Spelling this out gives the organization flexibility when in-person attendance isn’t practical.
Parliamentary Authority
Most bylaws designate a parliamentary authority for meeting procedure in situations the bylaws themselves don’t address. Robert’s Rules of Order is the most widely adopted standard. Naming it in an adoption clause gives the organization a ready-made framework for motions, debates, and voting without writing detailed procedural rules from scratch.
Additional Language the IRS Requires for 501(c)(3) Status
The IRS reviews organizing documents as part of Form 1023 or 1023-EZ. Missing language can delay or derail approval.
Purpose Clause
The organizing documents must limit the organization’s purposes to those described in Section 501(c)(3): charitable, religious, educational, scientific, literary, testing for public safety, fostering amateur sports competition, or preventing cruelty to children or animals.3Office of the Law Revision Counsel. 26 USC 501 – Exemption From Tax on Corporations, Certain Trusts, Etc. The IRS suggests straightforward language: “The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding sections of any future federal tax code.”2Internal Revenue Service. Suggested Language for Corporations and Associations (Per Publication 557)
Operational Restrictions
Beyond the purpose clause, the IRS expects language prohibiting the organization from distributing earnings to private individuals, engaging in substantial lobbying, or participating in political campaigns for or against any candidate. An organization operating inconsistently with these restrictions risks losing its exempt status.4Internal Revenue Service. Exemption Requirements – 501(c)(3) Organizations
Conflict of Interest Policy
The IRS strongly recommends a written conflict of interest policy, and Form 1023 asks directly whether the organization has one. The policy should require any director or officer with a financial interest in a transaction to disclose the conflict, recuse themselves from the vote, and let the remaining board decide whether the transaction is in the organization’s best interest. Paying excessive compensation or providing special benefits to insiders can jeopardize tax-exempt status, so a documented process to catch these situations is more than good practice.5Internal Revenue Service. Form 1023 – Purpose of Conflict of Interest Policy
Adopting and Filing the Documents
Before drafting, settle the specifics: full legal names and addresses of the initial board, number of board seats, officer positions, meeting frequency, and dues if any. Having the answers ready prevents multiple rounds of revisions triggered by unresolved basic questions.
Many Secretary of State offices provide fillable templates or sample articles of incorporation. These typically require the organization’s name, purpose statement, registered agent (the person or service designated to receive legal notices), and initial directors. Bylaws generally have no state-mandated template, so organizations work from sample documents or hire an attorney.
After drafting, the founders hold an organizational meeting to formally adopt the documents. The proposed constitution and bylaws are presented, discussed, and voted on. The vote is recorded in the meeting minutes, and initial directors or officers sign.
The articles of incorporation get filed with the state. Filing fees vary widely, from under $30 in some states to several hundred dollars in others. Bylaws are typically not filed with the state; they stay as internal documents unless the organization applies for tax-exempt status, at which point the IRS requires copies as part of the application.
The IRS application itself carries a separate fee: $600 for the full Form 1023 or $275 for Form 1023-EZ.6Internal Revenue Service. Form 1023 and 1023-EZ – Amount of User Fee Smaller organizations with projected gross receipts of $50,000 or less and total assets of $250,000 or less may qualify for the shorter form.
Once the state approves the filing, apply for an Employer Identification Number. The EIN is free and can be obtained online, but timing matters: don’t apply until the organization is legally formed. The IRS starts a three-year clock when the EIN is issued, and if the organization fails to file required returns for three consecutive years, its tax-exempt status is automatically revoked.7Internal Revenue Service. Obtaining an Employer Identification Number for an Exempt Organization
Amending Governing Documents
Every constitution and bylaw set should contain its own amendment procedure, and following it precisely matters. Courts have invalidated amendments adopted through shortcuts or procedures that didn’t match what the documents required.
The typical process starts with a written proposal spelling out the exact language of the change. The organization then gives advance notice to all voting members, ranging from 14 to 60 days depending on the governing documents and state law. Most organizations require a supermajority to amend, typically two-thirds of the voting members present at a properly noticed meeting. Some require three-fourths for constitutional amendments while allowing a lower threshold for bylaw changes.
Once an amendment passes, it should be recorded in the organization’s minute book and attached to the original governing documents. Amendments that change the name, purpose, or registered agent may trigger updated state filings. Tax-exempt organizations should also report significant governing document changes on their annual Form 990.
Keeping Documents and Status Current
Most states require nonprofit corporations to file an annual or biennial report to maintain good standing, and these filings carry their own fees. Missing a deadline can result in administrative dissolution, meaning the state revokes the organization’s legal existence until the paperwork and back fees are caught up.
Tax-exempt organizations face additional federal obligations. Most must file an annual information return with the IRS, typically Form 990, Form 990-EZ, or Form 990-N depending on size. Organizations that solicit donations may also need to register in each state where they fundraise, since many states require a separate charitable solicitation registration.
Governing documents should be reviewed every three to five years to confirm they still reflect how the organization actually operates. Bylaws written for a five-member startup board don’t serve a 15-member board well, and outdated meeting or voting procedures can create legal exposure if challenged.