|
Use this sample bylaw template to help you write bylaws for your non-profit's board of directors.
Bylaws are the ruling documents of an organization or, in this case, the organization’s board of directors. Bylaws are critical, because they tell the board how to conduct its business. However, because bylaws are more or less set in stone, it is in the interest of the board to keep them as brief as possible. Bylaws should set forth the basic structure and abilities of the board. Everything else – such as policy recommendations – should be kept elsewhere.
Because bylaws are legal documents, and because the inclusion requirements for them vary from state to state, you should consult a lawyer or other professional before adopting any bylaws. However, the template below should give you an idea of what to include.
Sample Bylaw Form
I. Name
- The name of the organization/agency/group shall be [Name]
II. Board of Directors
- The Board of Directors shall serve without pay and consist of [number of] members.
- [Eligibility criteria, if are any.]
- Board members shall serve [number of years, usually two to four] terms.
- Vacancies shall be filled by the Board, with the recommendation of the Executive Director.
- Board members with [number] of absences shall dismissed from the Board.*
III. Officers
- The officers of the board shall consist of a Chair, Vice Chair, Secretary, and Treasurer nominated by the Board.
- Elected officers will serve a term of one year.
- (a)The Chair shall preside at all Board meetings, appoint committee members, and perform other duties as associated with the office. (b)The Vice-Chair shall assume the duties of the Chair in case of the Chair’s absence. (c)The Secretary shall be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all. (d) The Treasurer shall keep record of the organization’s budget and prepare financial reports as needed.
IV. Committees
- The Board may appoint standing and ad hoc committees as needed.
V. Meetings
- Regular meetings shall be held on [frequency and time of meetings]
- Special meetings may be held at any time when called for by the Chair or a majority of Board members.
- Agendas shall be provided at least [number of days] in advance.
VI. Voting
- (a) A majority of board members constitutes a quorum. (b) In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.
- Passage of a motion requires a simple majority (ie, one more than half the members present). [Or whatever your board’s decision-making process is}
VII. Conflict of Interest
- Any member of the board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.
VIII. Fiscal Policies
- The fiscal year of the board shall be[start date to end date]
IX. Amendments
- These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present and provide a copy of the proposed amendmend(s) are provided to each Board member at least one week prior to said meeting.
More on Starting a Non-profit Organization:
The copyright of the article How to Write Non-profit Bylaws in Non-Profit Governance is owned by Estela Kennen. Permission to republish How to Write Non-profit Bylaws in print or online must be granted by the author in writing.
Comments
Aug 15, 2008 6:17 PM
Guest
:
Thank you Estela Kennen!! We are starting a new nonprofit organization and
are trying to figure out what the best bylaws should look like. You are a
blessing.
Keep up the great work!!!
Sustainable Outreach
Solutions, Inc. dba "SOS"
Rhonda Mckenzie
Aug 27, 2008 10:47 AM
Guest
:
When I started my first non-profit org, I went to the library, researched
for hours, days, weeks and months. Finally finished 6 months later to
register my organization.
Now, 37 companies later, now looking
to establish (8) others and you have made this completely painless, when I
make my first million, you'll be there!
My Promise and
Gratitude to you.
I published it!,
I mean it!
So
many people I work with in the Human Services arena want so badly to not be
on a hamster wheel, but want whole lives. We are in a position to help
them do that. And it's done inside of 2 hours.
I'm sure many
people has said thank you. But, because that's the only word that I know
is appropriate...We truly thank you.
If your CRM system
captures our email data, send me a message with Bylaws in the subject. We
want to network you to the success level I know you deserve to be at.
Thank you for changing lives.
Aug 27, 2008 10:52 AM
Estela Kennen :
Wow! I'm glad my article was useful, but that is high praise indeed.
The comment system does not show writers any contact information.
For anyone who wants to contact me, just click on my name, then click on
"contact me". The direct link is
http://www.suite101.com/member/contact.cfm/ekennen
Sep 11, 2008 1:20 PM
Guest
:
Thank you so much for the wonderful sample bylaws! They came in handy for
our non-profit organzation!
Thank you so much for your time and
effort!
Lisa Wheeler
Andrews Rescue and Foster Care, Inc.
Sep 11, 2008 6:27 PM
Guest
:
Estela, Thanks for sharing this information. Antonette
Sep 16, 2008 12:59 PM
Estela Kennen :
By the way, please feel free to use the sample bylaws for your
organization. The template is for your use; there is no need to ask for
permission. However, do be sure to contact an attorney to make sure all
your i's are dotted and t's are crossed.
If you wish to
publish/distribute the article or template, please do contact me for
permission -- but it's fine to use it as a basis for an internal document.
Sep 18, 2008 1:35 PM
Guest
:
Guest:Thankyou Estela!!I didn't know where to begin before I found our
sight!Thankyou for your generosity in sharing your gift!!
Sep 24, 2008 9:16 AM
Guest
:
Thank you so much Estela Kennen! I am in the process of filing the 1023
form for the IRS. You have made it much easier!
I lived a few
miles from the field where Flight 93 crashed on 9/11. I wanted to do
something to help our nation heal. I designed a limited edition flag
titled, "Never Forget". I decided to use the flag to raise money
for organizations that help wounded soldiers and families of fallen
soldiers fighting the Global War on Terror. My goal is to raise $1,000,000.
Your information has been a blessing!
Sincerely,
America
Never Forget Foundation
Presently found under: www.acdcproducts.com
Sep 25, 2008 3:52 PM
Guest
:
Thanks so much for the sample shown above. This is the best one we have
found and the easiest to understand. THANKS!
Golgotha, The
Sinner Place
Pueblo, Colorado
Robyn Evans
Sep 28, 2008 9:44 AM
Guest
:
Estela, I am trying to get my by-laws in order for a boosters organization
and I was just wondering if I HAD to go to a lawyer for them to be
considered a document???
Sep 29, 2008 8:09 AM
Estela Kennen :
Bylaw requirements vary from state to state. Fulfilling your state's
requirements probably won't require talking to a lawyer, but it might.
However, this is one of those "a stitch in time saved nine" kinds
of things, where it's better to spend a couple of hundred dollars making
sure you have set things up right to begin with, than to find yourself in
an expensive legal battle down the road. Which reminds me -- if you do get
a lawyer, make sure it is one who has experience with nonprofit corporate
law.
Oct 6, 2008 12:32 PM
Guest
:
Thanks so much...I was almost ready to submit my package and realized that
I didn't have bylaws, and that the company that did everything else for me
couldn't do....MY BYLAWS!:-)...Your website saved my life...
Will Wheaton
Wonderful World Corporation
http://www.myspace.com/wonderfulworldcorp
Oct 12, 2008 7:19 PM
Guest
:
This is a Great sample to start by, and it has helped me tremendously.
I encourage you to keep up the great work.
Oct 22, 2008 5:39 PM
Guest
:
Thank you so much Estela. This sample is great and gives me a lot of
insights on what to do. I appreciate you leaving it free on the internet
for us to have access to.
Father Philemon Adem Okoh
Oct 29, 2008 9:02 AM
Guest
:
I appreciate the information, I am young only 26 years old and have been
looking and speaking with other people for awhile. I always get you are
too young or they do not want to give me the information. You are a life
savior.
Nov 4, 2008 4:26 PM
Guest
:
Estela,
Thank you sooooooo much. Like the previous posts....you are a
lifesaver! Keep up the great work! ? ? ?
Nov 5, 2008 8:41 PM
Guest
:
Estela,
The information you provide here is very helpful. It's
clear, concise, and free. You are doing a good service. I can now write
my bylaws, vision statement, and mission statement. May God bless you and
your continued service to the nonprofit community.
Ruth
Graham
Feed A Friend Foundation
Nov 16, 2008 7:18 PM
Guest
:
Ditto! The information provides a great place to start!
Twiana
East Texas Scholarship Foundation (future nonprofit)
Dec 5, 2008 11:18 PM
Guest
:
If you are the founder of the non-profit what position do you come under in
the formation of the bylaws ect??? Chair or are you not allowed to be on
the board of your own non-profit org.? How do you get board members to
serve effectively without being paid a salary? What are they getting out
of being on a board if there is no compensation for their time and
efforts?
CJ CW, Ohio
Dec 7, 2008 5:18 PM
Estela Kennen :
Usually, the founder can be on the board or the executive director (and a
non-voting board member) of the organization... though different states
might have different restrictions.
Why would someone serve on a
board without compensation? There are many possible reasons:
-- They
believe in the mission/cause/work of the organization.
-- They want to
affect policy/action regarding that cause.
-- It helps give them
experience, build connections, and something nice to put on their
resume.
-- They enjoy the comraderie
-- They enjoy the
recognition they get for their efforts.
So, if your cause is
important, your ideas well stated, and your organization well-managed,
others will want to be part of it, even for free.
HOWEVER, if things
are disorganized, board members are asked too do too much, no progress is
ever made, and/or board members don't get along, then it will be hard to
maintain a good board.
Jan 10, 2009 8:51 PM
Guest
:
On the bylaws what if you only have say the president a secretary and a
treasurer and you really don't vote on things? I mean I am starting a small
non-profit foundation which will help families with children who have
cancer or other life threating deseases. This foundation will help in some
of the families financial needs while they have to stay at the hospital
with their children. My foundation is run by all volunteers and the money
that we collect is based on public and business donations.
Jan 11, 2009 7:07 AM
Guest
:
Hello, Estela, and thank you very much for this information.
Can
you please describe the relationship between a board's officers (Chair,
vice-chair, Secretary, etc.) as you have described them, and the Executive
Director and that person's staff?
Also, do you have a
recommendation on how to give a vote on matters to block clubs that are
under an umbrella community organization that is incorporated for the
purpose of neighborhood development? For example, should the block club
president be part of the board or a committee?
Thank you for
your time on these.
David
Jan 12, 2009 8:07 PM
Estela Kennen :
It seems like there could be plenty of things for your foundation board to
vote on. For instance,there is a much greater need than your foundation can
possibly meet, so the board can/should determine what the funding
priorities are. The board should also provide oversight to make sure time
and money are being spent wisely... that, say the funding priorities made
were the right ones and they are being followed... that enough, but not too
much money is being spent, etc. You will see, as you get into this, that
there are a lot of strategic and policy decisions to be made, and that's
one of the places the board comes in.
Jan 19, 2009 5:57 PM
Guest
:
Since you have answered a few questions, here is mine: Can or should board
members be the same as higher ranking employed managers or coordinators in
the corporation, or must they be different people? If they serve on the
board as an unpaid representative, can they still collect a salary as an
employee for the employed position? What are the advantages/disadvantges
either way?
Thanks for the format,
Gretchen
Feb 4, 2009 1:56 PM
Guest
:
As serious as this document is, I too, thank you and speak the peace,
blessing and provison of God our Father upon your life, personl,
professional and business endeavors in 2009. (and may the healing needed
in your family be so unto you - according to your faith!
A New Pastor
in Mebane, North Carolina, seeking to do the will of God with distinction
and integrity!
Feb 9, 2009 7:03 AM
Guest
:
Hello, Estela
Thank you for this sample bylaws, my husband and I have
a Prayer Ministry which started in May 2007 in our home. We have now grown
and stepped out on faith and want to set bylaws for the ministry. We have
already appointed a Secretary and a Treasurer,is it o.k for my husband to
be appointed as an Overseer? or does he have to be named as a President or
Vice president according to bylaws. I am a Licensed Minister and consider
myself as the Director is that okay? Or how should we put this on paper for
bylaws? Can you please help us?
Stepping out on faith because we
recieved a word from God
Minister Perry
Mar 29, 2009 3:26 PM
Guest
:
If a Non-Profit organization needs to amend their by-laws, what is the
proper procedure to do so, will we have to file the amendments with the
State?
Apr 30, 2009 11:52 AM
Guest
:
Looking for help with starting a Trade school. The first step is writing a
mission statment can you help with wording?
May 7, 2009 1:58 AM
Guest
:
Thanks a lot for the help! Really appreciate it the work you've done here.
May 8, 2009 1:34 PM
Guest
:
Is a nonprofit based on an individual or a foundation. do you give your
social security number to apply for a np?
May 11, 2009 1:45 PM
Estela Kennen :
A non-profit is NOT an individual. It's a little complicated, because in
order to take advantage of all the tax benefits, non-profits must register
both with their state and with the federal government. The first step is
usually applying with your state -- it might have restrictions about what
kind of organization you can form (an LLC, corporation, etc.) Then, the
organization/corporation applies for a federal tax ID. Hope that helps...
May 18, 2009 5:45 PM
Guest
:
I am starting a non profit search and rescue and need to set some bylaws to
make the IRS happy and this has been a great help for me to understand
exactly what types of things the bylaws should cover.
Jun 21, 2009 4:39 PM
Beresford Coker :
Can founding members be the board members for NGO?
33 Comments
|
