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Nonprofit bylaws are the main governing document of a nonprofit corporation. The bylaws define how the nonprofit will run itself.
Free Nonprofit Bylaws Template!
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This bylaws template was drafted by an attorney. This document is intended to be used as a sample or model only. Some of the information provided in this template may or may not fit the needs of a specific organization. Use of this template should not be construed as legal counsel or substitute the advice of an attorney.
Content of the Bylaws
Nonprofit bylaws typically contain:
- The location of the principal office and registered agent
- Management of the board of directors: responsibilities, number of directors and qualifications, election procedures, removal/resignation, and compensation
- Meetings of the directors: date/time of annual or regular meetings, special meetings, notices and adjournment of meetings, quorum, and electronic participation
- Offices such as president, secretary, and treasurer, or as required in your state
- Management of the officers: appointment/election, removal/resignation, roles and responsibilities of each office
- Meetings of the shareholders: date/time of annual meetings, special meetings, list of shareholders, notices and adjournment of meetings, quorum, voting, proxies, and electronic participation
- Share certificates, transfer agents/registrar/ledger and record date, lost/destroyed certificates
- Book of records, inspection of records, filings, checks/drafts, execution of contracts, financial statements
- Amendments to bylaws
Bylaws are rules of the organization that supplement the rules already defined by the state corporations code. The governance of nonprofits is complex and varies by state. It is not unheard of to delegate at least one member of the nonprofit to review the statutory rules that apply.
- The bylaws are a document that your nonprofit creates to govern itself
- Bylaws supplement existing statutory code regulating the nonprofit