What are Nonprofit Bylaws?

A nonprofit’s bylaws are essentially the “operating manual” for the organization. You can think of them as a guidebook that outlines the rules of how your nonprofit is going to be run. If you’re planning on applying for 510(c)3 tax-exempt status from the IRS, it’s important to have bylaws in place. You’ll need to include a copy of them in your tax-exemption application. Since bylaws are specific for every nonprofit organization, you (and/or your board) will write them to reflect the needs of your particular organization. For example, if you decide that your board of directors is going to meet on the first Saturday of every month, you’ll include that information in your organization’s bylaws. Your bylaws should address certain key activities such as:

• when and how board meetings will be held and conducted

• how board directors and officers will be appointed or elected

• voting procedures (such as what constitutes a quorum so that your board can make a decision)

• Basic governance (is the organization controlled by its board or by its members?)

• how committees are going to be created

• number of directors for your board, their required qualifications, and their terms of service

• rules regarding conflicts of interest

• how the bylaws can be changed or amended

After you’ve drafted your bylaws, you’ll be able to include them in your application for 501(c)3 tax-exemption. It’s also a good idea to keep a copy as a reference for yourself and for future board members.