Nonprofit Bylaws Template (With Example)
Key Takeaways
Nonprofit bylaws are your organization's internal rulebook, covering board structure, officer roles, meetings, voting, and dissolution.
The IRS requires bylaws as part of the Form 1023 or Form 1023-EZ application for 501(c)(3) tax-exempt status.
Bylaws must be formally adopted at your first organizational meeting and signed by the Board Chair and Secretary.
A dissolution clause is required by the IRS. It must state that remaining assets go to another 501(c)(3) organization.
Review your bylaws every two to three years or whenever your organization's structure or state law changes significantly.
Nonprofit bylaws are your organization's rulebook. This guide explains what to include in your bylaws, offers a practical template, and helps you get it right the first time.
If you're starting a nonprofit, one of the first documents you'll need is your bylaws. Before you hold your first board meeting, apply for 501(c)(3) status, or bring on board members, your bylaws need to be in place. This guide walks you through a practical nonprofit bylaws template and explains what each section means in plain language.
If you haven't yet gone through the full formation process, our guide on how to form a nonprofit organization in 8 steps is a helpful place to begin.
What Is a Nonprofit Bylaws Template?
Quick Answer
A nonprofit bylaws template is a ready-to-use framework that outlines the internal rules for how your organization operates. It covers your board of directors, meetings, voting procedures, officer roles, and more. Bylaws don't get filed publicly like your Articles of Incorporation, but they are required by the IRS when you apply for tax-exempt status and by most states when you register your nonprofit.
What Are Nonprofit Bylaws?
Bylaws are your nonprofit's internal rulebook. They set the structure for how your organization is governed: who makes decisions, how meetings are called, what happens if a board member needs to be removed, and much more.
Bylaws are different from your Articles of Incorporation, which are the legal documents filed with your state to officially create your nonprofit. Think of Articles of Incorporation as the birth certificate and bylaws as the operating manual.
The IRS requires nonprofits to submit their bylaws as part of the Form 1023 or Form 1023-EZ application for 501(c)(3) tax-exempt status. Most states also require bylaws to be adopted at or before your first organizational meeting.
What Should Nonprofit Bylaws Include?
Your bylaws don't need to be long, but they do need to cover the right ground. Here's what most nonprofit bylaws should address:
- The organization's name and purpose
- Board of directors structure and responsibilities
- Officer roles and duties
- How meetings are called and conducted
- Voting rules and quorum requirements
- How bylaws can be amended
- Conflict of interest policies
- Dissolution procedures
For a deeper look at what to include in each section, see our guide on how to write nonprofit bylaws.
Nonprofit Bylaws Template: Section-by-Section Breakdown
Below is a practical template you can adapt for your organization. Every nonprofit is different, so work with a qualified attorney if you have specific legal questions about your state's requirements.
ARTICLE I: NAME AND PURPOSE
Section 1.1: Name The name of this organization is [Full Legal Name of Nonprofit].
Section 1.2: Purpose The organization is organized exclusively for charitable, educational, religious, or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Specifically, the organization's purpose is [describe your mission in one to three sentences].
ARTICLE II: BOARD OF DIRECTORS
Section 2.1: General Powers The affairs of the organization shall be managed by its Board of Directors.
Section 2.2: Number of Directors The Board shall consist of no fewer than [minimum number] and no more than [maximum number] directors. Most states require at least three directors. Check your state's nonprofit corporation law for the specific minimum that applies to you.
Section 2.3: Terms of Office Directors shall serve terms of [one/two/three] years and may be re-elected for [number] consecutive terms.
Section 2.4: Qualifications Directors must be at least 18 years of age and may not be compensated as employees of the organization unless the board adopts a formal resolution permitting such an arrangement.
Section 2.5: Resignation and Removal Any director may resign by written notice to the Board Chair. A director may be removed by a [two-thirds] vote of the full Board when the director has failed to fulfill their duties or has engaged in conduct contrary to the organization's interests.
Section 2.6: Vacancies Vacancies on the Board shall be filled by a majority vote of the remaining directors and shall serve until the next annual meeting.
ARTICLE III: MEETINGS
Section 3.1: Regular Meetings The Board shall hold at least [number] regular meetings per year. Meeting dates, times, and locations shall be set by the Board Chair in advance.
Section 3.2: Special Meetings Special meetings may be called by the Chair or by written request of at least [number] directors.
Section 3.3: Notice Notice of each meeting shall be provided to all directors at least [number] days in advance, either in writing, by email, or by other electronic means.
Section 3.4: Quorum A quorum for the transaction of business shall be a majority of the current directors in office. Board actions require approval by a majority of directors present at a meeting where a quorum exists.
Section 3.5: Remote Participation Directors may participate in meetings by telephone, video conference, or other electronic means, provided all participants can hear and communicate with each other simultaneously.
For a fuller explanation of what the IRS and states expect from board meetings, see nonprofit board meeting requirements.
ARTICLE IV: OFFICERS
Section 4.1: Officers The officers of the organization shall include a Chair (or President), a Secretary, and a Treasurer. Additional officers may be created by board resolution.
Section 4.2: Election and Term Officers shall be elected by the Board at the annual meeting and shall serve terms of [one/two] years.
Section 4.3: Chair The Chair shall preside at all meetings of the Board, serve as the chief executive officer of the organization, and perform other duties as directed by the Board.
Section 4.4: Secretary The Secretary shall keep accurate minutes of all Board meetings, maintain the organization's official records, and provide notice of meetings as required by these bylaws.
Section 4.5: Treasurer The Treasurer shall oversee the financial affairs of the organization, maintain accurate financial records, and report on the organization's financial status at each Board meeting.
Section 4.6: Vacancies Vacancies in officer positions shall be filled by Board vote and shall serve the remainder of the original term.
ARTICLE V: CONFLICT OF INTEREST
Section 5.1: Policy Requirement The organization shall adopt a written conflict of interest policy consistent with IRS guidance for 501(c)(3) organizations. Directors and officers must disclose any actual or potential conflicts and recuse themselves from related votes.
A conflict of interest policy protects your organization's integrity and is required as part of the Form 1023 application. Learn more about what a nonprofit conflict of interest policy should include.
ARTICLE VI: FINANCIAL MANAGEMENT
Section 6.1: Fiscal Year The fiscal year of the organization shall begin on [Month Day] and end on [Month Day] of each year.
Section 6.2: Accounts and Records The Treasurer shall maintain accurate and complete financial records. All funds shall be deposited in accounts held in the organization's name.
Section 6.3: Expenditures Expenditures over [$amount] shall require approval of the full Board. The Treasurer and Chair are authorized to approve routine expenditures within Board-approved limits.
Section 6.4: Annual Review The Board shall arrange for an annual financial review or audit as appropriate based on the organization's size and applicable state requirements.
ARTICLE VII: AMENDMENTS
Section 7.1: Amendment Process These bylaws may be amended at any regular or special meeting of the Board, provided that notice of the proposed amendment was included in the meeting notice. Approval requires a [two-thirds] vote of all current directors.
ARTICLE VIII: DISSOLUTION
Section 8.1: Dissolution Procedure The organization may be dissolved by a [two-thirds] vote of the full Board, subject to applicable state law. Upon dissolution, all remaining assets shall be distributed to one or more organizations that qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.
ARTICLE IX: CERTIFICATION
These bylaws were adopted by the Board of Directors of [Full Legal Name of Nonprofit] on [Date].
_______________________________ Board Chair Signature
_______________________________ Secretary Signature
Example: Completed Nonprofit Bylaws
Below is a filled-in example based on the template above. This is for a fictional nonprofit called Bright Futures Community Foundation. Use it as a reference to see how your completed bylaws might look.
BYLAWS OF BRIGHT FUTURES COMMUNITY FOUNDATION
ARTICLE I: NAME AND PURPOSE
Section 1.1: Name The name of this organization is Bright Futures Community Foundation.
Section 1.2: Purpose The organization is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Specifically, the organization's purpose is to provide after-school tutoring, mentorship programs, and educational resources to underserved youth in the greater Austin, Texas area.
ARTICLE II: BOARD OF DIRECTORS
Section 2.1: General Powers The affairs of the organization shall be managed by its Board of Directors.
Section 2.2: Number of Directors The Board shall consist of no fewer than three and no more than nine directors.
Section 2.3: Terms of Office Directors shall serve terms of two years and may be re-elected for up to two consecutive terms.
Section 2.4: Qualifications Directors must be at least 18 years of age and may not be compensated as employees of the organization unless the Board adopts a formal resolution permitting such an arrangement.
Section 2.5: Resignation and Removal Any director may resign by written notice to the Board Chair. A director may be removed by a two-thirds vote of the full Board when the director has failed to fulfill their duties or has engaged in conduct contrary to the organization's interests.
Section 2.6: Vacancies Vacancies on the Board shall be filled by a majority vote of the remaining directors and shall serve until the next annual meeting.
ARTICLE III: MEETINGS
Section 3.1: Regular Meetings The Board shall hold at least four regular meetings per year, scheduled quarterly.
Section 3.2: Special Meetings Special meetings may be called by the Chair or by written request of at least two directors.
Section 3.3: Notice Notice of each meeting shall be provided to all directors at least seven days in advance, either in writing or by email.
Section 3.4: Quorum A quorum shall be a majority of the current directors in office. A quorum of five directors is required when the Board has nine members seated.
Section 3.5: Remote Participation Directors may participate in meetings by video conference or telephone, provided all participants can hear and communicate with each other simultaneously.
ARTICLE IV: OFFICERS
Section 4.1: Officers The officers of the organization shall be: Chair, Secretary, and Treasurer.
Section 4.2: Election and Term Officers shall be elected by the Board at the annual meeting and shall serve terms of one year.
Section 4.3: Chair Maria Gonzalez serves as founding Chair. The Chair shall preside at all Board meetings and serve as the chief executive officer of the organization.
Section 4.4: Secretary James Okafor serves as founding Secretary. The Secretary shall keep accurate minutes of all Board meetings and maintain official records.
Section 4.5: Treasurer Linda Park serves as founding Treasurer. The Treasurer shall oversee financial affairs, maintain financial records, and report on the organization's financial status at each meeting.
Section 4.6: Vacancies Vacancies in officer positions shall be filled by Board vote and shall serve the remainder of the original term.
ARTICLE V: CONFLICT OF INTEREST
Section 5.1: Policy Requirement The organization shall adopt a written conflict of interest policy consistent with IRS guidance for 501(c)(3) organizations. All directors and officers must disclose any actual or potential conflicts in writing and recuse themselves from related discussions and votes.
ARTICLE VI: FINANCIAL MANAGEMENT
Section 6.1: Fiscal Year The fiscal year of the organization shall begin on January 1 and end on December 31 of each year.
Section 6.2: Accounts and Records All funds shall be deposited in accounts held in the name of Bright Futures Community Foundation at an FDIC-insured financial institution.
Section 6.3: Expenditures Expenditures over $1,000 shall require approval of the full Board. The Treasurer and Chair are authorized to approve routine expenditures up to $500 individually.
Section 6.4: Annual Review The Board shall arrange for an annual financial review each fiscal year.
ARTICLE VII: AMENDMENTS
Section 7.1: Amendment Process These bylaws may be amended at any regular or special Board meeting, provided that written notice of the proposed amendment was distributed at least seven days before the meeting. Approval requires a two-thirds vote of all current directors.
ARTICLE VIII: DISSOLUTION
Section 8.1: Dissolution Procedure The organization may be dissolved by a two-thirds vote of the full Board, subject to Texas nonprofit corporation law. Upon dissolution, all remaining assets shall be distributed to one or more organizations that qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.
ARTICLE IX: CERTIFICATION
These bylaws were adopted by the Board of Directors of Bright Futures Community Foundation on March 15, 2025.
_______________________________ Maria Gonzalez, Board Chair
_______________________________ James Okafor, Secretary
Do Bylaws Need to Be Filed With the State or IRS?
In most cases, bylaws are not filed publicly with your state, though some states do require you to submit them with your initial registration documents. You should always check your specific state's nonprofit laws to be sure.
The IRS does require your bylaws as an attachment to Form 1023 or Form 1023-EZ when applying for 501(c)(3) status. Your bylaws must be adopted and signed before you submit your application.
Common Bylaws Mistakes to Avoid
A few simple oversights can create real problems down the road. Watch out for these:
- Being too vague. Bylaws that don't specify quorum numbers, voting thresholds, or term lengths leave room for confusion and disagreement later.
- Copying another nonprofit's bylaws without adapting them. What works for one organization may not meet your state's requirements or fit your structure.
- Forgetting to adopt them formally. Bylaws must be officially adopted at your first organizational meeting, with the vote recorded in your minutes.
- Never updating them. Bylaws should be reviewed periodically and updated when your organization's structure or state law changes.
- Leaving out a dissolution clause. The IRS requires language in your bylaws stating that assets will go to another 501(c)(3) organization if your nonprofit dissolves.
How to Adopt Your Bylaws
Adopting bylaws is straightforward. Here's how it typically works:
- Prepare a bylaws draft using a template like the one above, adapted to your state and mission.
- Distribute the draft to your founding board members for review before the first meeting.
- Hold your first organizational meeting and call the bylaws to a vote.
- Record the vote in your meeting minutes.
- Have the Board Chair and Secretary sign the bylaws.
- Keep the signed copy with your organization's official records.
Your bylaws take effect when they are formally adopted, not when they are drafted.
How Often Should You Review Your Bylaws?
Most governance experts recommend reviewing your bylaws every two to three years, or whenever a significant change occurs — such as a shift in leadership structure, a change in your programs, or an update to your state's nonprofit laws.
Staying on top of your bylaws is part of keeping your nonprofit in good standing. Our nonprofit compliance checklist walks you through the key governance and filing requirements every founder should know.
Your Bylaws Are the Foundation: Build on Them
Your bylaws won't sit on a shelf forever. They guide how your board operates, how decisions get made, and how your nonprofit stays accountable to its mission. Getting them right from the start is one of the best things you can do for your organization's long-term health.
If you're still working through the formation process, Beacon Nonprofit can help you move from paperwork to purpose with confidence. From Articles of Incorporation to 501(c)(3) status, we walk alongside you every step of the way.
Frequently Asked Questions
In most states, bylaws are not filed publicly. However, some states require you to submit bylaws with your initial nonprofit registration. Always check your specific state's nonprofit corporation law to confirm what's required.
Yes. The IRS requires you to submit your bylaws as part of the Form 1023 or Form 1023-EZ application for 501(c)(3) tax-exempt status. Your bylaws must be adopted and signed before you file.
There's no required length. Most nonprofit bylaws are between three and ten pages. What matters is that they cover the essential areas: board structure, officer roles, meetings, voting, amendments, and dissolution.
Technically, some states don't require bylaws by law, but operating without them creates significant risk. Without bylaws, there are no clear rules for making decisions, resolving disputes, or demonstrating governance to the IRS.
Most bylaws require advance written notice of the proposed amendment and a two-thirds vote of the full Board to approve changes. The amendment process should itself be described in your bylaws.
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