Bylaws Checklist
Bylaws are not boilerplate. One-size-fits-all bylaws often contradict your state's nonprofit law and cause problems later. Here's what to check for.
Why this matters more than other templates
Bylaws are your organization's internal operating rules. They govern how the board meets, who decides what, and how amendments happen. If your bylaws contradict your state's nonprofit statute, courts and the IRS will enforce the statute, not your bylaws; and your organization will be in breach of its own governing document.
That's why we don't provide a boilerplate bylaws template here. Instead, here's a checklist of what must and should appear in your bylaws, with guidance on each item. Then we'll point you to sources where you can find state-specific templates.
The honest truth
Many states have free bylaws templates from their nonprofit associations or your state's Attorney General. Use those first. If you want a lawyer to review or customize bylaws, one-time legal review here is worth more than anywhere else in your startup process. Bylaws mistakes are expensive to fix later.
Bylaws Checklist
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Name of the organization
Should match your articles of incorporation exactly. -
Purpose statement
Your nonprofit's mission or charitable purpose. Must align with 501(c)(3) requirements for tax-exempt status. State what your organization exists to do. -
Membership structure (or declaration of no members)
Many nonprofits have no members; only a board of directors. If that's you, your bylaws must explicitly say so. If you do have members, define who they are, how they're appointed or elected, and what rights they have. -
Board of Directors composition
Include: minimum and maximum board size (e.g., "not fewer than 3, not more than 15"), how many constitute a quorum, and term limits (e.g., "each director serves a 3-year term, with a maximum of two consecutive terms"). -
Board election and appointment process
How are directors elected or appointed? By the existing board? By members? How often? When do elections occur (which month/meeting)? -
Officer roles and responsibilities
Define at least: President/Chair, Secretary, Treasurer. State who can hold multiple offices (usually not allowed) and how they're elected. -
Board meeting rules
How often does the board meet (quarterly, monthly)? How much notice is required for meetings? What constitutes a quorum? Can the board meet by phone or videoconference? Can they take action by written consent (without a formal meeting)? -
Voting procedures
How many votes are required to pass a motion? Is it majority of those present (if quorum is met)? Can board members vote by proxy? (Most states disallow proxy voting for nonprofits.) -
Committees (if applicable)
If your board has standing committees (Finance, Development, etc.), your bylaws should describe which committees exist, who can serve, and what authority they have. -
Conflict of interest policy reference
Your bylaws should state that the organization has adopted a conflict of interest policy. This is often listed as a separate document, not embedded in the bylaws. -
Amendment procedure
How are bylaws amended? (Usually: written notice to the board, discussion, and a majority or 2/3 vote.) Make sure your state law isn't stricter than what you've written. -
Dissolution clause
This is critical for 501(c)(3) status. If the organization dissolves, assets must go to another 501(c)(3) organization, not to individual board members or founders. The IRS Form 1023 specifically asks about this. Your bylaws must state that upon dissolution, remaining assets will be donated to a qualified charitable organization.
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Director qualifications and removal
Can a founder serve on the board forever, or is there an age limit or term limit? Can a director be removed without cause? With cause? What notice is required? -
Board compensation policy
State whether board members can be paid, and if so, under what conditions. Most nonprofits keep the board uncompensated. -
Executive Director (if you have staff)
If you employ an Executive Director, your bylaws should describe their role, who they report to, and how they can be hired/fired. -
Indemnification
This protects board members from personal liability if they've acted in good faith on behalf of the organization. State law often provides a baseline; your bylaws can align with that or enhance it (though be careful not to allow indemnification for illegal acts). -
Record retention
State how long you'll keep board minutes, financial records, and other documents. State law often specifies minimums (usually 3–7 years); match or exceed that. -
Fiscal year
When does your nonprofit's financial year end? (This doesn't have to be January 1.)
Finding state-specific bylaws
Where to get quality templates
- Your state's Attorney General website: Many AGs provide free nonprofit resources and sample bylaws.
- Your state's nonprofit association: Most states have a nonprofit association or council (e.g., "Virginia Council of Nonprofits," "Illinois Nonprofit Association") that offers members or the public access to bylaws templates tailored to that state's law.
- National Council of Nonprofits (councilofnonprofits.org): This is the sector-wide authority. They maintain a network of state associations and often link to free state-specific resources.
- LegalZoom or other document services: If you want a lawyer involved without a full engagement, document services offer state-specific bylaws for a flat fee ($100–300). They're not free, but cheaper than hourly legal review.
- One-time attorney consultation: If your organization is complex (multiple locations, members, committees), paying a lawyer $300–500 for one consultation to review bylaws tailored to your state is worth it.
Before finalizing bylaws
Run your proposed bylaws through this mental checklist:
- Consistency with state law: Do your bylaws require anything that contradicts your state's nonprofit statute? (If unsure, ask a lawyer or call your state AG's nonprofit division.)
- Alignment with your actual structure: If your bylaws say "the board meets quarterly" but you plan to meet monthly, you'll violate your own bylaws every meeting. Be realistic.
- 501(c)(3) alignment: In particular, check the dissolution clause. IRS Form 1023 is very specific about asset disposition on dissolution.
- Future amendments: Make sure your amendment process is clear and not burdensome. You'll need to amend bylaws eventually, and an overly complicated amendment procedure will slow you down.
After adoption
Document the vote
When your initial board adopts bylaws, document it. Either your founding board takes a vote, or your incorporators/founders approve them. Keep a signed copy with your corporate records (articles of incorporation, bylaws, conflict of interest policy, etc.). You'll need these when opening a bank account or applying for 501(c)(3) status.