Question 1

What are nonprofit corporate bylaws?

Accepted Answer

Nonprofit corporate bylaws are the internal governing document that establishes how a 501(c)(3) or other tax-exempt nonprofit corporation will operate. While the articles of incorporation create the organization as a legal entity, the bylaws define the day-to-day governance structure: who the directors are, how they are elected, how board meetings are run, how decisions are made, what officers the organization has, what committees exist, how conflicts of interest are handled, how the fiscal year is managed, and how the bylaws themselves can be amended. Nearly every state requires incorporated nonprofits to adopt bylaws, and the IRS requires them (along with a conflict of interest policy) as part of the Form 1023 application for 501(c)(3) tax-exempt status.

Question 2

Are nonprofit bylaws required by law?

Accepted Answer

Yes. State nonprofit corporation statutes in every U.S. state either expressly require bylaws or treat them as an implied requirement for a functioning corporation. In addition, the IRS effectively requires bylaws for federal tax-exempt status because Form 1023 (the application for 501(c)(3) recognition) asks for a copy of the bylaws and asks specific questions about governance procedures that must be addressed in the bylaws. State attorneys general, which oversee charitable organizations in most states, also expect nonprofits to maintain current, adopted bylaws. A nonprofit operating without bylaws is both legally exposed and unlikely to receive or maintain tax-exempt status.

Question 3

What is the difference between articles of incorporation and bylaws?

Accepted Answer

The articles of incorporation (sometimes called a certificate of incorporation) are the document filed with the state to legally create the nonprofit corporation. They are short, public, and contain only the essential information the state requires: the nonprofit's name, registered agent, purpose, and a handful of IRS-required provisions such as the dissolution clause and the limitation on political activities. Bylaws, by contrast, are a longer internal document that details the governance rules of the organization — how directors are chosen, how often the board meets, what committees exist, what quorum is required, how officers are elected, and how the bylaws can be amended. Articles are filed with the state; bylaws are not.

Question 4

Can a nonprofit have members, or must it be a non-member organization?

Accepted Answer

Nonprofits can be structured as either member-based or non-member (board-only) organizations, and both structures are permitted by state law and by the IRS. In a member-based nonprofit, the members are the legal owners or controllers of the organization — they elect the directors, approve major decisions, and vote on amendments. Examples include professional associations, clubs, and some religious organizations. In a non-member (board-only) nonprofit, the board of directors is self-perpetuating: the board elects its own successors, and there are no voting members. Most U.S. 501(c)(3) public charities are non-member nonprofits because it is simpler to govern. Your bylaws should clearly state which structure you have chosen and include appropriate provisions.

Question 5

What board size is best for a nonprofit?

Accepted Answer

State laws generally require a minimum of 1 to 3 directors, but the IRS strongly recommends (though does not strictly require) at least 3 unrelated, independent directors for 501(c)(3) organizations. Most governance experts recommend between 5 and 15 directors for small to mid-sized nonprofits. A board that is too small (fewer than 3) raises IRS concerns about private inurement and inadequate oversight, and makes it hard to meet quorum. A board that is too large (more than 20) tends to become unwieldy and dysfunctional. Consider the nonprofit's mission, fundraising needs, and committee structure when setting board size in the bylaws. Most experts recommend setting a range (e.g., 'not fewer than 5 and not more than 15') rather than a fixed number to allow flexibility.

Question 6

Does the IRS require a conflict of interest policy?

Accepted Answer

The IRS strongly recommends (and effectively requires) a written conflict of interest policy for all 501(c)(3) organizations. Form 1023 specifically asks whether the organization has adopted such a policy, and answering no typically triggers additional scrutiny or delays in approval. The recommended policy — based on the IRS sample policy in Appendix A of Form 1023 Instructions — requires directors, officers, and key employees to disclose financial and other interests that could create a conflict, requires them to recuse themselves from votes on matters where they have a conflict, requires the board to follow specific procedures for reviewing conflicted transactions, and requires annual disclosure statements. Most nonprofits incorporate the conflict of interest policy as an exhibit to their bylaws or as a standalone policy that the bylaws reference.

Question 7

What is the IRS dissolution clause and why is it required?

Accepted Answer

The IRS requires 501(c)(3) organizations to include a dissolution clause in their articles of incorporation (and sometimes the bylaws) stating that, upon dissolution, the organization's assets will be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or to the federal government, or to a state or local government, for a public purpose. This clause prevents assets accumulated through tax-exempt status from being distributed to private individuals upon dissolution. Without this clause, the IRS will not grant 501(c)(3) status. The dissolution clause in the articles is binding — even if the bylaws say something different, the articles control. Our bylaws templates include a dissolution clause consistent with the IRS requirement and reference the articles.

Question 8

Can the founders of a nonprofit be paid as directors?

Accepted Answer

Yes, but with important restrictions. A director can be paid reasonable compensation for services as an employee (e.g., as executive director) but should not typically be paid for service as a director because doing so may trigger 'inurement' concerns with the IRS and raises conflict of interest issues. When a founder or director is paid as an employee, the compensation must be reasonable for the services provided (benchmarked against comparable positions at similar nonprofits), the decision must be made by independent board members who do not stand to benefit, and the decision and reasoning should be documented in board minutes. Bylaws should require majority independent (uncompensated) board members and should include a conflict of interest policy governing compensation decisions.

Question 9

How do we amend nonprofit bylaws?

Accepted Answer

Bylaws should include their own amendment procedure. Typically, amendments require: (1) advance notice of the proposed amendment sent to all directors (and members, if applicable) a set number of days before the meeting (often 10 to 30 days); (2) a vote of the board (or members) at a meeting or by written consent, with the required approval typically being a two-thirds supermajority; and (3) documentation of the amendment in board minutes and an updated bylaws document. Some provisions — particularly the purpose clause, the dissolution clause, and provisions required by the IRS — may also require notifying the state attorney general or obtaining IRS acknowledgment of the change. Changes to the nonprofit's purpose typically also require an amendment to the articles of incorporation.

Question 10

Should board meetings be held in person, by phone, or electronically?

Accepted Answer

Most state nonprofit corporation statutes allow board meetings to be held in person, by conference call, by video conference, or by any means in which all participants can hear each other simultaneously. Some states (including California and New York) have specific rules requiring equivalent participation — meaning all directors must be able to speak and be heard. Bylaws should expressly authorize electronic meetings to avoid ambiguity. Actions can also generally be taken by unanimous written consent without a meeting, though some states limit this to circumstances where all directors sign. Bylaws should set the default rule and allow flexibility for the board to use whichever format is most practical.

Question 11

Do we need an audit committee?

Accepted Answer

Not always. The IRS and most states do not require a separate audit committee for small nonprofits. However, if your nonprofit has annual revenue above a certain threshold (varies by state — California requires an audit committee for nonprofits with $2 million or more in gross revenue under the Nonprofit Integrity Act), an audit committee is legally required. Best practice for mid-sized and large nonprofits is to have a standing audit committee composed of independent directors, charged with overseeing the annual financial audit, reviewing the audit results with the auditor, and making recommendations to the full board. Our bylaws templates include optional audit committee provisions that can be activated as the organization grows.

Question 12

What are the key sections every set of nonprofit bylaws should include?

Accepted Answer

A comprehensive set of 501(c)(3) bylaws should include: (1) name and principal office; (2) purpose statement matching the articles and IRS requirements; (3) membership provisions (or a statement that the organization has no members); (4) board of directors — number, qualifications, election, term, vacancies, removal, meetings, quorum, voting; (5) officers — titles, election, term, duties, vacancies, removal; (6) committees — executive, finance, audit, nominating, and others; (7) conflict of interest policy; (8) indemnification of directors and officers; (9) fiscal year and financial management; (10) records and reports; (11) amendment procedure; (12) dissolution and asset distribution clause. Our template includes all of these sections with IRS-compliant language.

Question 13

Can nonprofits use the same bylaws template as a for-profit corporation?

Accepted Answer

No. While for-profit and nonprofit bylaws share some structural similarities (both cover directors, officers, meetings, and voting), the content is materially different. Nonprofit bylaws must include IRS-required provisions that for-profit bylaws do not need: the dissolution clause, the prohibition on private inurement, the limitation on political campaign activity and lobbying, and the conflict of interest policy. Nonprofit bylaws also typically address membership structure (which for-profit bylaws do not), charitable purpose, and asset lock provisions. Using a for-profit template for a nonprofit is a common mistake that can jeopardize 501(c)(3) approval. Always start with a nonprofit-specific template like ours.

Feature	Bylaws	Articles of Incorporation
Filed with state	No	Yes
Public document	Typically no	Yes
Creates legal entity	No	Yes
Governs day-to-day operations	Yes	No
Amendment difficulty	Easier (internal vote)	Harder (state filing)
Length	10 - 30 pages	1 - 3 pages
Required for Form 1023	Yes (attached)	Yes (attached)

Free Nonprofit Corporate Bylaws Forms

What Are Nonprofit Corporate Bylaws?

Mission Alignment

IRS Compliance

Board Accountability

Nonprofit Bylaws Form Preview

Bylaws of

Article I: Name, Purpose, and Offices

Article II: Membership

Article III: Board of Directors

Article IV: Officers

Article V: Committees

Article VI: Conflict of Interest Policy

Adoption & Certification

Key Sections of Nonprofit Bylaws

Name and Purpose

Membership Structure

Board of Directors

Officers

Committees

Conflicts of Interest

Financial Management

Indemnification

Amendment and Dissolution

Member vs Non-Member Nonprofit

"We want the simplest possible governance structure for our public charity."

"Our community will be deeply involved and should vote on key matters."

"We want dues-paying supporters but not formal voting members."

Nonprofit Bylaws vs Articles of Incorporation

How to Draft and Adopt Nonprofit Bylaws

File Articles of Incorporation First

Choose Member or Non-Member Structure

Set Board Size and Composition

Draft Each Required Article

Attach the Conflict of Interest Policy

Hold the Organizational Meeting

Sign and File Internally

Submit with Form 1023

IRS 501(c)(3) Requirements

The Organizational Test

Required IRS Provisions

Conflict of Interest Policy

Why Conflicts of Interest Matter

Required Policy Elements

Annual Disclosure

Duty to Disclose

Recusal from Vote

Independent Review

Documentation

Violations

Board Governance Best Practices

State Legal Requirements for Nonprofit Bylaws

Common State Variations

Sample Nonprofit Bylaws

BYLAWS OF [NONPROFIT NAME]

Frequently Asked Questions

Official Resources

Create your Nonprofit Corporate Bylaws in under 10 minutes.