To write bylaws for an organization, start with the governance questions your board will actually face (who decides what, how, and when) and build a document around those answers in plain language that fits your state’s nonprofit corporation act and your articles of incorporation. Good bylaws are short on operational detail and long on clear rules for making decisions, replacing leaders, and resolving disputes. The sections below walk through what belongs in the document, what to keep out, and how to adopt and update it.
Where Bylaws Fit in the Legal Hierarchy
Bylaws sit below both state law and your articles of incorporation. If your bylaws say one thing and your articles say another, the articles win. If either document conflicts with state law, state law controls. That order matters while you draft: bylaws should fill in operational detail the articles leave out, not repeat or contradict them.
Federal tax law does not require specific bylaw language for most organizations, but state law often does. Most states require nonprofit corporations to adopt bylaws, and many state nonprofit corporation acts dictate certain provisions that must appear in them. Your state’s Secretary of State or Attorney General office can point you to the relevant statute. If you operate in several states, follow the law of the state where you incorporated.
The Sections Your Bylaws Need
Certain sections appear in virtually all well-drafted bylaws. Treat these as the structural bones of the document.
Name, Purpose, and Fiscal Year
Open with your organization’s legal name as it appears on your articles of incorporation, and a purpose statement that aligns with the purpose clause in those articles. If you want to fix an annual accounting period, do it here, choosing either a calendar year or a fiscal year ending on the last day of some other month.1Internal Revenue Service. Exempt Organization Bylaws Pick whichever fits your funding cycles and reporting needs.
Membership
If your organization has members, spell out who qualifies, how someone joins and leaves, what rights members hold (especially voting rights), and whether different classes exist. Many nonprofits have no formal membership at all and operate with only a board of directors. If that’s you, say so explicitly to prevent later ambiguity.
Board of Directors
This section does the heaviest lifting. Cover the number of directors, their qualifications, how they’re elected, how long their terms last, and how a director can be removed. Specify a range for board size rather than a fixed number. “No fewer than five and no more than fifteen” gives you room to grow without amending every time.
State law often sets a floor. A majority of states require at least three directors for nonprofit corporations; some allow as few as one. Check your state’s nonprofit corporation act and build your range above the statutory minimum.
Officers
Define the officer positions, the duties attached to each, how officers are selected, and what happens if one resigns or needs to be removed mid-term. Most organizations designate a president or chair, a secretary, and a treasurer. Some states require specific officers, so confirm before finalizing.
Meetings, Quorum, and Voting
Address how often the board meets, what counts as adequate notice, and how special meetings can be called. Two details matter more than people expect: quorum and voting thresholds. Quorum is the minimum number of directors who must be present before the board can act. State defaults often sit at a majority of directors, though some allow quorums as low as one-third. Set yours high enough that decisions carry legitimacy but low enough that a few absences don’t paralyze the board.
For voting, specify whether an action requires a simple majority of those present, a majority of the full board, or something higher. Distinguish routine decisions from major ones like removing a director or selling assets. Most organizations also want a provision allowing the board to act without a formal meeting through unanimous written or electronic consent, which most states permit as long as your bylaws don’t prohibit it.
Committees
Grant the board general authority to create committees as needs arise rather than naming every one and describing its composition in detail. You can name standing committees (executive, audit) if they’ll be permanent, but leave room for ad hoc groups. State clearly whether a committee can act on behalf of the board or only make recommendations, because that distinction carries real legal weight.
Parliamentary Authority
A short clause: designate the parliamentary manual that governs your meetings for anything the bylaws don’t address. The common choice is the latest edition of Robert’s Rules of Order Newly Revised. Name the edition so new printings don’t create confusion later.
Amendment Procedures
Every set of bylaws needs a clear process for changing itself. Cover who can propose amendments, how much advance notice directors or members receive before the vote, and the voting threshold required for adoption. Common thresholds run from a simple majority to a two-thirds supermajority. Many organizations land on two-thirds as a reasonable balance between stability and workability.
If your organization has voting members, the board generally cannot unilaterally amend provisions that affect member voting rights or quorum without member approval.
Indemnification
Board members volunteer their time, and few will serve if they face unlimited personal liability for good-faith decisions that later go wrong. An indemnification clause commits the organization to cover legal expenses and potential judgments for directors and officers sued in connection with their service, provided they acted in good faith and reasonably believed their actions served the organization’s interests.
State law governs what indemnification an organization can (and sometimes must) provide. Most states give nonprofits broad latitude, and some require indemnification when a director successfully defends a claim. Address both indemnification after a case ends and advancement of defense costs while litigation is pending, since few volunteers can front legal bills on the promise of eventual reimbursement. Include a carve-out that denies indemnification for willful misconduct or actions taken against the organization’s interests.
Dissolution
If you’re forming a 501(c)(3), a dissolution clause is not optional. Your organizing documents must permanently dedicate your assets to exempt purposes, meaning remaining assets at wind-up go to another 501(c)(3), a government entity for a public purpose, or a similar exempt use.2Internal Revenue Service. Dissolution Provisions for Organizing Documents under Section 501(c)(3) The IRS provides sample dissolution language in Publication 557.3Internal Revenue Service. Suggested Language for Corporations and Associations (per Publication 557) The clause itself typically appears in the articles of incorporation, but restating the principle in the bylaws reinforces it.
What the IRS Looks For If You’re Seeking Tax-Exempt Status
If you plan to apply for federal tax exemption, the IRS will read your bylaws. Form 1023 requires you to upload a current copy if you’ve adopted them.4Internal Revenue Service. Instructions for Form 1023 Publication 557 also states that a copy of your bylaws or other code of regulations is required.5Internal Revenue Service. Publication 557 – Tax-Exempt Status for Your Organization The IRS will check your bylaws for consistency with the tax year on your application and review governance provisions generally.
Private foundations face additional content requirements. Their governing instruments must include provisions ensuring they avoid liability for excise taxes tied to self-dealing, undistributed income, excess business holdings, risky investments, and taxable expenditures.4Internal Revenue Service. Instructions for Form 1023 These can appear in either the articles or the bylaws, though placing them in the articles is more common.
The IRS does not technically require a written conflict of interest policy under the tax code, but it clearly expects one. Form 990 asks every exempt organization whether it has a written policy, whether officers and directors must disclose potential conflicts annually, and how the organization monitors transactions for conflicts. The IRS warns that the absence of such a policy “can lead to opportunities for excess benefit transactions, inurement, operation for nonexempt purposes, or other activities inconsistent with exempt status.”6Internal Revenue Service. Instructions for Form 990 An effective policy includes a process for disclosing relevant facts when a potential conflict arises and a requirement that conflicted individuals recuse themselves from voting on the matter.7Internal Revenue Service. Form 1023 – Purpose of Conflict of Interest Policy Reference the policy in your bylaws and keep the full text as a standalone document the board can update without a bylaw amendment.
What to Keep Out of Bylaws
This is where most first-time drafters go wrong. Bylaws should contain governance principles, not operational minutiae. Every specific detail becomes something you’ll later need to formally amend, usually with notice and a supermajority vote.
- Meeting times and locations. “The board meets the second Tuesday of each month at 7 p.m.” sounds precise until someone proposes moving to Thursdays.
- Employee policies. Hiring practices, compensation, and HR procedures change frequently and belong in a separate employee handbook.
- Detailed committee descriptions. Name standing committees if you must, but let the board define charters by resolution.
- Full policy texts. Reference your conflict of interest, whistleblower, and document retention policies by name, and keep them as separate documents the board can revise directly.
- Exact board size. Use a range so you can grow or shrink without amending.
The test is simple: will this provision likely need to change within the next few years? If yes, it probably belongs in a board resolution or separate policy rather than the bylaws.
Drafting and Adopting the Document
Drafting is a collaborative effort. The founding board or an appointed committee usually takes the lead, ideally with input from an attorney who works with nonprofits in your state. Templates from your Secretary of State or a state nonprofit association can serve as a starting point, but tailor one to your situation before adopting it. A template written for a large membership organization doesn’t fit a small board-only nonprofit, and the reverse holds too.
Write in plain, direct language. Bylaws are a working document that board members will consult during real disputes, not a showcase for legal terminology. If a provision would confuse a new board member reading it for the first time, rewrite it. Avoid internal jargon that may not mean the same thing to future leaders who weren’t involved in the founding.
Before finalizing, check every provision against two things: your state’s nonprofit corporation act and your articles of incorporation. The bylaws cannot contradict either. An attorney review at this stage is worth the cost, because a conflict between your bylaws and your articles, or between your bylaws and state law, can leave a provision unenforceable at exactly the moment you need it.
Once the draft is ready, the board of directors or founding incorporators formally adopt the bylaws by vote. Record the adoption in the meeting minutes with the date, the directors present, and the result. Bylaws don’t need to be signed unless they serve as your organizing document, which is uncommon but possible for unincorporated associations.4Internal Revenue Service. Instructions for Form 1023
Bylaws are internal documents. You generally do not file them with the state the way you file articles of incorporation. You do have to keep the original and every amended version with your corporate records and make them accessible to every board member. Bylaws and other governing documents count as permanent records that should never be discarded. If you apply for tax-exempt status, the IRS wants a copy attached to the application.4Internal Revenue Service. Instructions for Form 1023
Keeping Bylaws Current
Bylaws that sit untouched for a decade almost certainly contain outdated provisions. Review yours every two to three years, and whenever a significant change hits your structure, leadership model, or governing state law. When how the board actually operates has drifted from what the document says, that’s the signal to update.
Follow the amendment procedure spelled out in your own bylaws. That usually means advance written notice, distribution of the proposed language to directors or members before the vote, and the required voting threshold. If the bylaws are silent on amendment, state law fills the gap, which generally means a majority vote but can vary.
After any amendment, update your master copy immediately and distribute the revised version. If your organization files Form 990, you must report significant changes to governing documents on Schedule O, including changes to exempt purposes, board composition, officer duties, dissolution provisions, or amendment procedures. You summarize the changes rather than submit the full revised document.8Internal Revenue Service. Exempt Organization Annual Reporting Requirements – Governance and Related Issues: Changes to Governing Documents Structural and operational changes also have to be reported on the annual information return itself.9Internal Revenue Service. Exempt Organizations Material Changes