How to Write Nonprofit Bylaws (With Free Template)

Your nonprofit bylaws are the operating manual for your organization. They define how your board functions, how decisions are made, and how your organization is governed. The IRS requires them as part of your 501(c)(3) application.

This guide walks through every section your bylaws need to include, common mistakes that cause problems later, and a template outline you can use as a starting point.

What Are Nonprofit Bylaws?

Bylaws are your organization's internal rules of governance. They answer fundamental questions: How big is the board? How are directors elected and removed? How often do you meet? What happens if the organization dissolves?

Key facts about bylaws:

• They are not filed with the state — bylaws are an internal document
• The IRS requires a copy with your Form 1023 or 1023-EZ application
• Banks will ask for a copy when you open a business account
• They are legally binding on your organization, board, and officers
• They can be amended by a board vote (following the amendment procedure in the bylaws themselves)

Bylaws vs. Articles of Incorporation

These are two different documents that serve different purposes:

Document	Filed With	Purpose	Public?
Articles of Incorporation	Secretary of State	Creates the legal entity	Yes
Bylaws	Not filed (internal)	Governs how the entity operates	No*

*Your bylaws become semi-public when attached to your Form 1023, which is available for public inspection.

Your articles of incorporation establish that your nonprofit exists. Your bylaws establish how it operates.

Section-by-Section Guide

1. Organization Name and Purpose

Start with the basics:

• Legal name (must match your articles of incorporation)
• Principal office address (or process for determining it)
• Purpose statement — can reference your articles or restate the mission

Sample language:

"The name of this corporation is [Organization Name], Inc. The corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code."

2. Board of Directors

This is the longest and most important section. It should cover:

Board size:

• Minimum and maximum number of directors (e.g., "no fewer than 3 and no more than 15")
• Many organizations use a range to allow flexibility as they grow

Terms and limits:

• Term length (typically 2-3 years)
• Whether terms are staggered (recommended — prevents entire board turning over at once)
• Term limits (e.g., "no director shall serve more than 3 consecutive terms")

Election process:

• How directors are nominated
• Who votes (existing board members for self-perpetuating boards, or members for membership organizations)
• What constitutes a valid election

Removal and vacancies:

• Grounds for removal (missed meetings, conflict of interest, misconduct)
• Process for removal (vote required, notice period)
• How vacancies are filled mid-term

Compensation:

• Directors typically serve without compensation
• Reimbursement for reasonable expenses should be permitted
• Any compensation arrangement must be disclosed on Form 990

Sample language for board size:

"The board of directors shall consist of no fewer than three (3) and no more than fifteen (15) directors. The exact number shall be determined by resolution of the board."

For detailed requirements by state, see Nonprofit Board of Directors Requirements.

3. Officers

Define the officer positions and their duties:

President/Chair:

• Presides over board meetings
• Acts as primary spokesperson
• Signs documents on behalf of the organization
• Works with the executive director (if one exists)

Secretary:

• Maintains meeting minutes and organizational records
• Provides notice of meetings
• Keeps the official copy of bylaws and articles
• Certifies board actions

Treasurer:

• Oversees financial management and reporting
• Ensures accurate bookkeeping and audit compliance
• Presents financial reports to the board
• Signs checks and financial documents

Optional officers:

• Vice President/Vice Chair (acts in president's absence)
• Executive Director (often a paid staff position, not a board officer)

Term and election:

• How officers are elected (typically by board vote)
• Officer term length (often 1-2 years)
• Whether an officer can hold multiple positions (common in small organizations)

4. Meetings

Annual meeting:

• At least one per year (required by most states)
• Time and place (or process for setting it)
• Business to be conducted (election of directors, financial review, etc.)

Regular meetings:

• Frequency (monthly, quarterly, etc.)
• How scheduled (set calendar vs. called by president)

Special meetings:

• Who can call a special meeting (president, majority of directors, etc.)
• Notice requirements (typically 5-10 days written notice)
• What business can be conducted

Quorum:

• The minimum number of directors who must be present for valid business
• Typically a majority of the current board (e.g., "A majority of the directors then in office shall constitute a quorum")
• Never set quorum too low — this invites governance problems

Voting:

• How votes are counted (typically majority of those present)
• Whether proxy voting is allowed (generally discouraged for nonprofits)
• Whether electronic/phone participation counts toward quorum

Notice requirements:

• How much advance notice is required for meetings
• How notice is delivered (email is standard)
• What happens if notice isn't properly given

Written consent:

• Whether the board can act without a meeting by unanimous written consent
• This is useful for time-sensitive decisions between regular meetings

5. Conflict of Interest Policy

The IRS requires a conflict of interest policy for 501(c)(3) organizations. Form 1023 specifically asks whether you have one and requires a copy.

Your conflict of interest policy should address:

• Definition of conflict — when a director, officer, or key employee has a financial or personal interest in a transaction
• Disclosure requirement — interested persons must disclose the conflict before any board discussion
• Recusal — interested persons must leave the room during discussion and voting
• Documentation — the minutes must record the conflict, the discussion, and the vote
• Annual disclosure — each board member signs an annual disclosure statement

This is not optional. The IRS will flag your application if you don't have a conflict of interest policy.

6. Committees

If your board will have committees, define:

• Standing committees (e.g., Finance Committee, Governance Committee, Fundraising Committee)
• Committee authority — can committees make binding decisions, or only recommendations to the full board?
• Committee composition — who serves, how they're appointed, whether non-board members can participate
• Executive committee — if you have one, define its authority and limitations carefully

7. Indemnification

This section protects directors and officers from personal liability for actions taken in good faith on behalf of the organization.

Sample language:

"The corporation shall indemnify any director, officer, or former director or officer of the corporation against expenses actually and reasonably incurred in connection with the defense of any action, suit, or proceeding in which they were made a party by reason of being or having been such director or officer, except in relation to matters in which they are adjudged to have been liable for negligence or misconduct."

Check your state's specific indemnification laws — they vary significantly.

8. Fiscal Year

Define your fiscal year start and end dates. Most nonprofits use a calendar year (January 1 – December 31), but you can choose any 12-month period.

Important: Your fiscal year affects your Form 990 filing deadline. The 990 is due on the 15th day of the 5th month after your fiscal year ends. For calendar-year organizations, that's May 15.

9. Amendment Procedures

Define how bylaws can be changed:

• Who can propose amendments (any director, a committee, the president)
• Notice requirements (typically written notice with proposed changes sent in advance of the meeting)
• Vote required (typically two-thirds of directors present, though some organizations require a simple majority)

Don't make the amendment process too difficult — your bylaws will need to evolve as your organization grows.

10. Dissolution Clause

Required by the IRS for 501(c)(3) status. This clause must state that upon dissolution, all remaining assets will be distributed to one or more organizations exempt under Section 501(c)(3) of the Internal Revenue Code.

Required language:

"Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to a federal, state, or local government for a public purpose. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons."

This should also appear in your articles of incorporation.

Common Bylaws Mistakes

1. Copying for-profit bylaws — Nonprofit governance is fundamentally different. Don't use a generic corporate template.
2. Setting quorum too low — A quorum of 2 out of 9 means 2 people can make major decisions. Set it at a majority.
3. No conflict of interest policy — The IRS requires one. Add it to your bylaws or adopt it as a separate policy.
4. Missing dissolution clause — Without IRS-required dissolution language, your Form 1023 will be rejected.
5. Overly rigid structure — Don't lock in specific meeting dates, exact board sizes, or procedures that will need to change. Use ranges and flexible language.
6. No amendment procedure — Without one, changing your bylaws later becomes legally ambiguous.
7. Confusing officers and directors — Directors govern the organization. Officers manage day-to-day operations. Some people serve as both, but the roles are distinct.

Bylaws Template Outline

Use this outline as a starting framework. Customize each section for your organization:

BYLAWS OF [ORGANIZATION NAME], INC.

ARTICLE I — NAME AND PURPOSE
  1.1 Name
  1.2 Purpose
  1.3 Principal Office

ARTICLE II — BOARD OF DIRECTORS
  2.1 General Powers
  2.2 Number, Tenure, and Qualifications
  2.3 Regular Meetings
  2.4 Special Meetings
  2.5 Quorum
  2.6 Voting
  2.7 Vacancies
  2.8 Removal
  2.9 Compensation

ARTICLE III — OFFICERS
  3.1 Officers
  3.2 Election and Term
  3.3 President
  3.4 Vice President
  3.5 Secretary
  3.6 Treasurer
  3.7 Removal of Officers

ARTICLE IV — COMMITTEES
  4.1 Standing Committees
  4.2 Ad Hoc Committees
  4.3 Committee Authority

ARTICLE V — CONFLICT OF INTEREST
  5.1 Purpose
  5.2 Definitions
  5.3 Procedures
  5.4 Annual Statements

ARTICLE VI — FINANCIAL MATTERS
  6.1 Fiscal Year
  6.2 Books and Records
  6.3 Annual Audit
  6.4 Contracts and Instruments

ARTICLE VII — INDEMNIFICATION
  7.1 Indemnification of Directors and Officers
  7.2 Insurance

ARTICLE VIII — AMENDMENTS
  8.1 Amendment Procedure

ARTICLE IX — DISSOLUTION
  9.1 Dissolution Clause

How Bylaws Relate to Your IRS Application

When you file IRS Form 1023, you must attach a complete copy of your bylaws. The IRS specifically looks for:

• Conflict of interest policy (Form 1023, Part V, Question 5a)
• Dissolution clause with 501(c)(3)-compliant language
• Board structure that demonstrates independent governance
• Compensation procedures that prevent private benefit

If your bylaws are missing any of these elements, expect follow-up questions from the IRS — which delays your approval.

Next Steps

1. Draft your bylaws using our free Bylaws Generator or the outline above
2. Have your initial board review and adopt the bylaws at your first meeting
3. Keep the original signed copy with your organizational records
4. Include a copy with your Form 1023 application

For the complete startup process, see How to Start a Nonprofit or use our Nonprofit Startup Checklist. Once your bylaws are adopted, set up fund accounting from day one so every dollar is tracked properly.

Want to skip the blank page? Our free Nonprofit Bylaws Generator walks you through guided questions and produces a formatted bylaws document with IRS-required language — ready to customize and adopt.

Ready to set up your new nonprofit? Schedule Your Free Setup | Start Free — Under $100K in Donations

---

Related:

• How to Start a Nonprofit: The Complete 2026 Guide
• Nonprofit Articles of Incorporation
• Nonprofit Board of Directors Requirements
• How to File IRS Form 1023