How to Write Non-profit Bylaws

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

1. The name of the organization/agency/group shall be [Name]

II. Board of Directors

1. The Board of Directors shall serve without pay and consist of [number of] members.
2. [Eligibility criteria, if are any.]
3. Board members shall serve [number of years, usually two to four] terms.
4. Vacancies shall be filled by the Board, with the recommendation of the Executive Director.
5. Board members with [number] of absences shall dismissed from the Board.*

III. Officers

1. The officers of the board shall consist of a Chair, Vice Chair, Secretary, and Treasurer nominated by the Board.
2. Elected officers will serve a term of one year.
3. (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

1. The Board may appoint standing and ad hoc committees as needed.

V. Meetings

1. Regular meetings shall be held on [frequency and time of meetings]
2. Special meetings may be held at any time when called for by the Chair or a majority of Board members.
3. Agendas shall be provided at least [number of days] in advance.

VI. Voting

1. (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.
2. 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

1. 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

1. The fiscal year of the board shall be[start date to end date]

IX. Amendments

1. 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:

• Before You Start a Non-Profit
• Do I need a lawyer to start?
• How to write a mission statement
• Choosing a bank account

Print Article

Email Article

View All Articles

How to subscribe to feeds