Bylaws for Nonprofit Corporations

Bylaws are the rules and procedures for how a nonprofit corporation will operate and be governed. Although there are no set criteria for bylaw content, they typically set forth internal rules and procedures for the nonprofit corporation, touching on such issues as:

  • the existence and responsibilities of nonprofit corporate officers and directors

  • the size of the board of directors and the manner and term of their election

  • how and when board meetings will be held, and who may call meetings

  • how the board of directors will function

  • how grant monies will be distributed (some donors require that the bylaws contain a provision barring any person who exercises supervisory powers to individually benefit from grant funds)

A comprehensive discussion of bylaw content is beyond the scope of this Guide. Drafting bylaws can be complex, but there are strategies for writing satisfactory bylaws without the expense of hiring a lawyer. Nolo publishes Anthony Mancuso's "How to Form a Nonprofit Corporation," which guides the reader through creating bylaws appropriate to the nonprofit organization.

Nonprofit corporations are required to write and keep a record of their bylaws, but do not have to file them with a state office. Thus, unlike amendments to the articles of incorporation, bylaws may be changed without officially filing amendments.

The incorporator(s) (i.e., person(s) filing the paperwork) or initial director(s) (if named in the articles of incorporation) generally have the authority to adopt a nonprofit corporation's original bylaws at the nonprofit corporation's organizational meeting.


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