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How do I Write Not-For-Profit Bylaws?

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  • Written By: Marsha A. Tisdale
  • Edited By: J.T. Gale
  • Last Modified Date: 03 November 2016
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Not-for-profit bylaws begin with the title of the organization’s name and include sections for name and purpose, membership, annual meeting, board of directors, officers, committees, voting, and amendments. The bylaws also could include sections for conflict-of-interest policy, prohibited activities, and fiscal policies, such as the administration of donations and distributions and disbursements. Not-for-profit bylaws are the rules for the operation of the organization and as such, should be written in a way that it gives guidance to the board of directors in running the organization without being overly restrictive. They present the basic structure and are not a listing of all policies and practices of the organization.

Sections of not-for-profit bylaws are denoted by article number and paragraph number. The first article of the not-for-profit bylaws should indicate the name and location of the principal office of the organization. Article 2 should indicate the general and specific purposes of the formation of the organization or entity. For example, a general purpose of a non-profit organization established to provide aid to families that have had a child diagnosed with cancer could be "the administration of funds donated for charitable purposes." A specific purpose in this case may be "to enrich the lives of children with cancer and their families through education, support, and therapeutic activities."

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In the membership section of the not-for-profit bylaws, the definition and qualifications for membership is outlined. Rules for termination or resignation, any required dues, regular or special meetings, required notification, and responsibilities of members are explained. Next is an article regarding the directors and their power and responsibility. This article includes the number of directors, qualifications for office, and process for the election of directors, as well as the term of office, resignation or removal from office, and filling of vacancies. Requirement for voting and number of directors constituting a quorum is also outlined — a quorum is the designated number of directors required for actions to be legally taken by the board.

The next article in the not-for-profit bylaws sets forth the number and titles of officers and their selection, responsibilities, and whether there will be designated salaries for the officers. After this section, the bylaws would outline any fiscal policies, such as how donations will be administered and how distributions will be made. Included in this section could be a sub-paragraph explaining investment guidelines. In addition to this article, the board would include a section on committee formation, and the formation and responsibilities of the committees.

Although there are specific laws governing non-profit organizations on the local and national levels in the United States, the board of directors may choose to include an article regarding what constitutes prohibited activities. This typically is a recommended addition since non-profits that violate law can have their non-profit status discontinued. A section regarding policy on conflicts of interest usually is recommended as well.

Generally, the last articles of not-for-profit bylaws would include any other financial matters or general policies to be followed, as well as an article outlining the procedure for amendments to the bylaws. The conclusion of the bylaws would indicate the date and location of corporation records and bylaws, and would be signed by an authorized board member or officer of the organization. Not-for-profit bylaws are then filed with the local or regional authority and must be available for inspection by members, officers, directors, and the public during reasonable office hours.

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