How do I Write Non-Profit Bylaws?

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  • Written By: Koren Allen
  • Edited By: C. Wilborn
  • Last Modified Date: 13 October 2019
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Bylaws are the rules and procedures that any organization uses to establish its board, officers, and membership, and to conduct its operational and administrative business. The person or committee responsible for writing non-profit bylaws should be familiar with any governmental requirements for the document, as well as the overall goals and needs of the organization. When you write non-profit bylaws, they should address any required information, provide a clear outline for running the organization, and be as clear and brief as possible.

Non-profit bylaws should include the rules and procedures for establishing a board of directors. This would include the frequency and procedure for election or appointment of board members, as well as the length of their terms and how many successive terms they may serve. Bylaws should contain information about how board meetings will be conducted, as well as the minimum number of members required to be in attendance for a voting quorum. Procedures for removing a board member, when necessary, should be very clearly stated in the bylaws. A statement describing the limits of liability for board members is also a good idea.


Election of officers should also be addressed in the bylaws. The non-profit organization will identify which officers are needed to effectively conduct business, and then establish rules for electing officers and the length of their terms. The duties, responsibilities, and authority of each officer should be broadly but clearly defined. In addition, it is a good idea to include a statement regarding which members or assistant officers will have the authority to stand in when an officer is temporarily absent.

The organization should decide whether or not it will have a voting membership. If the general membership is given the power to vote on certain issues, the bylaws should address the procedures for this vote. Typically, this would include a definition of who is a member, the member's individual rights as a part of the organization, and the process for holding meetings and voting on issues.

While it is vital to comply with all applicable regulations regarding non-profit bylaws, they should be kept as brief as possible, and broad enough to allow the organization some flexibility. For example, instead of saying that the board will meet at 6:00 p.m. on the third Tuesday of each month, a more flexible statement is that the board will meet at regular intervals, but at least once per quarter. This allows the organization some flexibility to change meeting days and times as necessary, but remain in compliance with its own bylaws. This is only one possible example; the concepts of brevity and flexibility should generally apply wherever possible.

Once the bylaws are written, approved by the board, and submitted to the appropriate governing authorities, they should be revisited on a regular basis, perhaps every three to five years. A non-profit organization, over its lifetime, may change direction and focus as the needs of its members change. Local and regional laws regarding non-profit bylaws may also change from time to time. Bylaws should reflect and support the overall purpose of the organization, and will need to be changed and revised periodically as the non-profit grows and matures. It is also a good idea to have any major changes to the bylaws reviewed by an experienced attorney to ensure compliance with all applicable laws.


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