What is the difference between nonprofit bylaws and corporate bylaws?

Nonprofit bylaws are designed for organizations operating exclusively for charitable, educational, religious, or other exempt purposes — not for profit. Corporate bylaws govern for-profit corporations. The major differences include the prohibition on private inurement, the dissolution clause requiring assets to go to another exempt organization, and specific provisions required for IRS tax-exempt status.

Should our nonprofit have members?

Whether to have a membership structure is a governance decision. A membership organization gives certain voting rights to individuals who join the organization. A non-membership (director-governed) organization concentrates governance authority entirely in the board of directors. Most small nonprofits use a non-membership structure for simplicity. Large organizations with community stakeholders may benefit from a membership structure.

How often should nonprofit bylaws be updated?

Bylaws should be reviewed at least every two to three years and updated whenever there is a significant change in the organization's structure, operations, or applicable law. Common triggers for updates include changes in board size, officer titles, term lengths, or governance practices. Always document bylaw amendments in board meeting minutes.

Free Nonprofit Bylaws Template — Fill Out & Download Instantly

Free — No Sign-Up RequiredPDF & WordUpdated April 8, 2026

Nonprofit bylaws are the foundational governance document that establishes how a nonprofit organization will be structured and operated. They define the organization's mission, membership structure, board of directors composition, officer roles, meeting procedures, quorum requirements, voting rules, amendment processes, and dissolution procedures.

⚠️ Legal Disclaimer: This template is attorney-reviewed and built to US legal standards. It does not substitute for professional legal advice. For complex situations, we recommend consulting a licensed attorney.

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State of Incorporation*

Full Legal Name of Organization*

Principal Office Address*

Mission Statement*

Describe the charitable, educational, or other exempt purpose of the organization

Membership Structure*

Most small nonprofits use a non-membership structure for simplicity

Minimum Number of Directors*

Maximum Number of Directors*

Month of Annual Board Meeting*

Quorum Percentage of Directors Required*

Percentage of directors whose presence is required to conduct business (commonly 51% or majority)

Officer Titles*

List all officer positions separated by commas

Fiscal Year End*

Dissolution Asset Distribution Plan*

Required for 501(c)(3) status: specify that assets go to another tax-exempt organization

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BYLAWS

[Full Legal Name of Organization]

A Nonprofit Corporation

Organized Under the Laws of the State of [State of Incorporation]

ARTICLE I — NAME AND PRINCIPAL OFFICE

Section 1.1 Name. The name of the organization is [Full Legal Name of Organization] (the "Organization").

Section 1.2 Principal Office. The principal office of the Organization is located at [Principal Office Address]. The Board of Directors may change the principal office by resolution.

ARTICLE II — MISSION AND PURPOSE

Section 2.1 Mission. [Mission Statement]

Section 2.2 Nonprofit Status. The Organization is organized and operated exclusively for charitable, educational, and/or other exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, any director, officer, or other private person, except that the Organization is authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

Section 2.3 Prohibited Activities. The Organization shall not carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by an organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE III — MEMBERSHIP

Section 3.2 Non-Membership Clause. The Organization shall have no members as defined under the [State of Incorporation] Nonprofit Corporation Act. The governance of the Organization shall be vested exclusively in the Board of Directors.

ARTICLE IV — BOARD OF DIRECTORS

Section 4.1 General Powers. The affairs of the Organization shall be managed by its Board of Directors ("Board").

Section 4.2 Number. The Board shall consist of not fewer than [Minimum Number of Directors] nor more than [Maximum Number of Directors] directors.

Section 4.3 Term. Directors shall serve staggered two-year terms and may be re-elected without limit unless otherwise specified by the Board.

Section 4.4 Annual Meeting. The Board shall hold an annual meeting each [Month of Annual Board Meeting] at such time and place as the Board shall determine.

Section 4.5 Special Meetings. Special meetings of the Board may be called by the President or by any two directors upon not less than five (5) days' written notice.

Section 4.6 Quorum. A quorum shall consist of [Quorum Percentage of Directors Required]% of the directors then in office. A majority of directors present at a meeting at which a quorum is present shall be sufficient to take action.

Section 4.7 Action Without a Meeting. The Board may take action without a meeting if all directors consent in writing to the action taken. Written consents shall be filed with the minutes of the Board.

Section 4.8 Compensation. Directors shall serve without compensation, but may be reimbursed for reasonable expenses incurred in the performance of their duties.

Section 4.9 Vacancies. Vacancies on the Board may be filled by a majority vote of the remaining directors.

Section 4.10 Removal. A director may be removed, with or without cause, by a two-thirds vote of the directors then in office.

ARTICLE V — OFFICERS

Section 5.1 Officers. The officers of the Organization shall be: [Officer Titles], and such other officers as the Board may determine.

Section 5.2 Election. Officers shall be elected annually by the Board at the annual meeting and shall serve one-year terms or until their successors are elected and qualified.

Section 5.3 President. The President shall be the chief executive officer of the Organization, shall preside at all meetings of the Board, and shall be responsible for the general supervision and management of the business and affairs of the Organization.

Section 5.4 Secretary. The Secretary shall keep the minutes of all meetings of the Board, maintain the corporate records of the Organization, and provide notice of meetings as required by these Bylaws.

Section 5.5 Treasurer. The Treasurer shall have oversight of the financial affairs of the Organization, shall maintain or cause to be maintained financial records, and shall prepare or cause to be prepared such financial reports as the Board may require.

Section 5.6 Removal. Any officer may be removed by the Board with or without cause by a majority vote.

ARTICLE VI — COMMITTEES

Section 6.1 Standing Committees. The Board may establish standing committees as it deems necessary. Each committee shall consist of at least one director.

Section 6.2 Executive Committee. The Board may designate an Executive Committee consisting of the officers of the Organization, which may exercise the authority of the Board between Board meetings, except for actions requiring Board approval under these Bylaws or applicable law.

ARTICLE VII — FISCAL MATTERS

Section 7.1 Fiscal Year. The fiscal year of the Organization shall end on [Fiscal Year End] of each year.

Section 7.2 Contracts and Expenditures. The Board shall authorize all contracts and expenditures exceeding such amounts as the Board shall from time to time determine by resolution.

Section 7.3 Audit. The financial accounts of the Organization shall be reviewed or audited annually as directed by the Board.

Section 7.4 Conflict of Interest. Directors and officers shall disclose any actual or potential conflict of interest and shall recuse themselves from any vote in which they have a personal financial interest.

ARTICLE VIII — INDEMNIFICATION

Section 8.1 The Organization shall indemnify its directors and officers to the fullest extent permitted by the laws of the State of [State of Incorporation] against any claims, liabilities, and expenses arising from their service to the Organization, provided the director or officer acted in good faith and in a manner reasonably believed to be in the best interests of the Organization.

ARTICLE IX — AMENDMENTS

Section 9.1 These Bylaws may be amended at any regular or special meeting of the Board by a two-thirds vote of the directors then in office, provided that notice of the proposed amendment was included in the notice of the meeting.

ARTICLE X — DISSOLUTION

Section 10.1 Dissolution. The Organization may be dissolved by a two-thirds vote of the Board of Directors at a meeting duly called for that purpose.

Section 10.2 Distribution of Assets. [Dissolution Asset Distribution Plan]

CERTIFICATION OF ADOPTION

These Bylaws were duly adopted by the Board of Directors of [Full Legal Name of Organization] on the ______ day of ______________, 20____.

_________________________________________

President

_________________________________________

Secretary

Document Completeness0%

State of Incorporation*

Full Legal Name of Organization*

Principal Office Address*

Mission Statement*

Describe the charitable, educational, or other exempt purpose of the organization

Membership Structure*

Most small nonprofits use a non-membership structure for simplicity

Minimum Number of Directors*

Maximum Number of Directors*

Month of Annual Board Meeting*

Quorum Percentage of Directors Required*

Percentage of directors whose presence is required to conduct business (commonly 51% or majority)

Officer Titles*

List all officer positions separated by commas

Fiscal Year End*

Dissolution Asset Distribution Plan*

Required for 501(c)(3) status: specify that assets go to another tax-exempt organization

What Is a Nonprofit Bylaws?

When Do You Need It?

You need nonprofit bylaws when forming a new nonprofit corporation, when applying for 501(c)(3) or other tax-exempt status with the IRS, when registering with your state's charity registration office, or when an existing organization needs to formalize or update its governance documents. Bylaws are required at the time of incorporation and must be adopted by the initial board of directors at the organization's first meeting..

What's Included in This Template

Organization name, state, and principal office address
Mission statement
Membership structure (or non-membership structure)
Board of directors composition and term limits
Officer roles and responsibilities
Meeting procedures and notice requirements
Quorum and voting requirements
Fiscal year and financial controls
Amendment procedures
Dissolution and asset distribution plan

How to Fill It Out

Enter Organization Information — Provide the full legal name of the organization, the state of incorporation, and the address of the principal office. The organization name should match the Articles of Incorporation exactly.

Define Mission and Membership — Write a concise mission statement describing the charitable, educational, or other nonprofit purpose. Choose whether the organization will have a membership structure (with voting members) or a non-membership structure (board-governed only).

Configure the Board of Directors — Set the minimum and maximum number of directors, annual meeting month, and quorum percentage. These numbers should reflect the organization's size and governance needs.

Specify Officer Titles — List the officer positions the organization will have (e.g., President, Vice President, Secretary, Treasurer). At minimum, most states require a President/Chair and a Secretary.

Set Fiscal Year and Dissolution Plan — Enter the fiscal year end month. Draft a dissolution plan specifying that assets will be distributed to another tax-exempt organization upon dissolution — this is required for 501(c)(3) status.

Legal Requirements & Notes

Nonprofit bylaws are a critical governance and compliance document. Key considerations:

IRS Form 1023: The IRS requires a copy of the organization's bylaws when applying for 501(c)(3) tax-exempt status. The bylaws must reflect the organizational structure and contain a dissolution clause specifying distribution of assets to other exempt organizations.

State nonprofit corporation acts: Each state has its own nonprofit corporation statute governing director duties, quorum, voting, and other governance matters. Review your state's specific requirements — this template is based on general nonprofit corporation law but may need state-specific modifications.

Conflict of interest policy: The IRS strongly recommends (and Form 1023 asks about) a written conflict of interest policy. Consider adopting a separate policy document or incorporating one into the bylaws.

Amendments: Bylaw amendments should always be documented in board minutes and a copy of the amended bylaws kept with the corporate records.

Articles vs. Bylaws: Bylaws are distinct from Articles of Incorporation. Articles are filed with the state; bylaws are an internal document. Both are required for IRS purposes.

Frequently Asked Questions

Yes. The IRS requires a copy of your organization's bylaws as part of Form 1023 (the full application) or Form 1023-EZ. The bylaws must demonstrate that the organization is organized exclusively for exempt purposes and that assets will be distributed to another tax-exempt organization upon dissolution.