How to Write Nonprofit Bylaws: What to Include

Introduction

Nonprofit bylaws are one of the most important documents your organization will create. They define how your nonprofit is structured, how decisions are made, and how leadership operates.

While bylaws are not filed with your state, they are essential for running your organization and preparing for tax-exempt status. If you are still forming your nonprofit, this step comes shortly after incorporation, which is outlined in How to Form a Nonprofit Organization in 8 Steps.

What Are Nonprofit Bylaws?

Quick Answer

Nonprofit bylaws are an internal governance document that outlines:

• How your organization is managed

• The roles and responsibilities of your board

• Rules for meetings and voting

• Procedures for handling key decisions

They act as the operating framework for your nonprofit.

Are Nonprofit Bylaws Required?

Nonprofit bylaws are not typically submitted to your state when you form your organization. However, they are required in practice for governance, banking, and tax-exempt applications.

The Internal Revenue Service expects nonprofits to maintain governing documents as part of their organizational structure. According to IRS guidance, organizations must report changes to their governing documents, including bylaws, on their annual filings.

For a clearer explanation of how bylaws function and what they typically include, resources like Candid provide helpful, practical guidance.

Why Nonprofit Bylaws Matter

Bylaws provide structure and clarity for how your organization operates. They define expectations for leadership, guide decision-making, and support accountability.

They also help your nonprofit demonstrate strong governance practices, which is important for working with donors, banks, and grantmakers. These expectations align with guidance from the National Council of Nonprofits.

What to Include in Nonprofit Bylaws

While every nonprofit is different, most bylaws include the following core sections.

1. Organization Information

This section typically includes:

• Nonprofit name

• Purpose or mission statement

• Principal office location

2. Board of Directors

Your bylaws should clearly define:

• Number of board members

• Term lengths and limits

• How board members are elected or removed

• Roles and responsibilities

3. Officers

Most nonprofits assign officer roles such as:

• President or Chair

• Secretary

• Treasurer

Bylaws should describe each role and its responsibilities.

4. Meetings

Include details about how meetings are conducted:

• How often meetings occur

• Notice requirements

• Quorum requirements

• Voting procedures

5. Committees

If your nonprofit uses committees, outline:

• Types of committees

• Responsibilities and authority

• How members are selected

6. Conflict of Interest Policy

Many nonprofits include or reference a conflict-of-interest policy within their bylaws.

The IRS recommends having this policy in place to support ethical decision-making.

7. Amendments

Your bylaws should explain how changes can be made, including:

• Who can propose amendments

• Voting requirements for approval

How to Write Effective Nonprofit Bylaws

Strong bylaws are clear, practical, and easy to follow. They should use simple language, align with your Articles of Incorporation, and allow flexibility as your organization grows.

They should also reflect applicable laws and governance standards. For additional guidance, see How to Create Required Policies for Your Nonprofit.

When Should You Create Bylaws?

Most nonprofits adopt bylaws during or shortly after formation.

They are typically needed before:

• Applying for an EIN

• Submitting your 501(c)(3) application

• Opening a nonprofit bank account

Common Mistakes to Avoid

Avoid these common issues when creating nonprofit bylaws:

• Making bylaws too vague

• Including conflicting or unclear rules

• Forgetting amendment procedures

• Not reviewing bylaws regularly

• Using generic templates without customization

Governance gaps like these are a common source of compliance challenges. You can see how they connect to broader risks in 8 Common Nonprofit Compliance Mistakes and How to Avoid Them.

How Bylaws Fit Into Ongoing Compliance

Bylaws are not a one-time document. They should evolve as your organization grows and operations become more complex.

They connect to board governance, annual meetings, and broader compliance responsibilities. You can learn more about ongoing requirements in:

• Nonprofit Compliance Checklist

• How to File Annual Reports and Renewals for Your Nonprofit

Final Thoughts

Nonprofit bylaws provide the structure your organization needs to operate clearly and consistently. They help define leadership, guide decisions, and support accountability as your organization grows.

Once your bylaws are in place, your next step is often preparing for tax-exempt status. You can continue with How to Apply for 501(c)(3) Tax-Exempt Status.