How to Write Nonprofit Bylaws (Step-by-Step Guide)

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Bylaws are the rulebook every nonprofit board operates by, but most boards treat them as a document to create once and then forget forever.

That’s a problem.

Outdated or vague bylaws create confusion about who can vote, what constitutes a quorum, and how disputes get resolved. Getting them right from the start, and keeping them current, is one of the most important things a board can do.

This guide walks through what nonprofit bylaws are, what they need to include, how to write them, examples, and how to keep them working as the organization grows. Whether you’re drafting bylaws for the first time or overhauling an existing document, the steps are the same.

What Are Nonprofit Bylaws?

Nonprofit bylaws are an organization’s internal governance document.

They define how the board operates, including how directors are elected and removed, how meetings are called, what it takes to pass a resolution, and who has authority over that. They sit below the articles of incorporation in governance hierarchy, but above everything else — board policies, committee charters, and staff procedures all operate within the limits that the bylaws set.

Bylaws are an internal document and generally don’t require state filing, but they must be submitted to the IRS when applying for tax-exempt status. The IRS reviews them to confirm the organization is structured appropriately for charitable purposes. Many states also require nonprofits to maintain bylaws even if they don’t require filing.

Nonprofit Bylaws vs. Articles of Incorporation

What are the differences between nonprofit bylaws vs. articles of incorporation?

These two documents are often confused, but they serve different purposes. The articles of incorporation establish the organization’s legal existence — they’re filed with the state and become a matter of public record. Bylaws govern how the organization actually runs from the inside.

Think of it this way: the articles say the organization exists and what its purpose is. The bylaws say who makes decisions, how those decisions get made, and what happens when something goes wrong.

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What to Include in Nonprofit Bylaws

Organization Name and Purpose

State the legal name of the organization and a clear description of its mission and exempt purpose. This language should align with what’s in your articles of incorporation and your IRS determination letter.

Board of Directors

This is the most important section. It should define the number of directors (or a range), how they are nominated and elected, how long they serve, term limits, how vacancies are filled, and the grounds and processes for board member removal.

Officers

List the officer positions (typically chair, vice chair, secretary, and treasurer), how each is selected, their term length, and their specific responsibilities. Include what happens when an officer position is vacant.

Meetings

Define how often the board meets, the minimum notice required to call a meeting, what constitutes a quorum, and whether remote participation is permitted. Many organizations updated this section significantly after 2020 to accommodate virtual meetings — if yours still reflects pre-pandemic assumptions, it needs a review.

Voting and Decision-Making

Specify voting thresholds for ordinary resolutions versus major decisions. Clarify whether proxies are permitted and whether the board chair has a tiebreaking vote. Decisions made outside of meetings (by written consent) should also be addressed here.

Committees

Describe the standing committees the organization maintains and the board’s authority to create ad hoc committees. Bylaws typically set out the framework; each committee then operates under its own board committee charter that defines its specific scope, membership, and authority.

Conflict of Interest

A conflict of interest policy is required for 501(c)(3) organizations and should be embedded in the bylaws or referenced as a separate policy that all directors must follow annually. The policy should define what constitutes a conflict, require disclosure, and require recusal from related votes.

Amendment Process

Define how the bylaws can be changed: who can propose an amendment, the notice required, and the voting threshold needed to pass one. Most organizations require a supermajority (often-two thirds) and advanced notice so directors can review proposed changes before voting.

Dissolution

For 501(c)(3) organizations, the bylaws must include a dissolution clause stating that remaining assets will be transferred to another tax-exempt organization if the nonprofit ceases to exist. The IRS requires this.

How to Write Nonprofit Bylaws

1. Form a Bylaw Drafting Committee

Assign a small group — typically two to four people including a board officer and legal counsel if available — to lead the drafting process. This committee researches state requirements, drafts the document, and brings it back to the board for review/adoption.

2. Review State Nonprofit Corporation Laws

Every state has its own requirements for what bylaws must include and what they can’t contradict. Some states set minimum meeting frequency requirements; others specify default voting rules that apply when bylaws are silent. Consulting an attorney familiar with nonprofit law in your state is worth the investment — board governance training can also help directors understand what the legal baseline looks like.

3. Draft Each Section in Plain Language

Bylaws should be readable by every board member, not just lawyers. Avoid vague language — “reasonable notice” is less useful than “no fewer than seven days.” The more specific the bylaws, the less room there is for disputes about what they mean.

4. Cross-Check Against Articles of Incorporation

The bylaws must be consistent with your articles. Any committee charters, compensation policies, or conflict of interest policies should also align with what the bylaws say. Any inconsistencies can translate to serious governance gaps.

5. Circulate the Draft for Board Review

Give directors at least two weeks to review before a vote. This is also a good moment to document in the context of broader onboarding — directors who understand the bylaws from the start are better governors.

6. Adopt the Bylaws

Record the vote in the meeting minutes. If you’re replacing existing bylaws, not the supersession explicitly.

7. Store the Adopted Bylaws

This means a secure digital location, not someone’s email inbox. A board portal is an ideal solution here. Keep a clear version history so there’s never a question about which version of the bylaws is current.

Example Nonprofit Bylaws

BYLAWS OF [ORGANIZATION NAME]

A Nonprofit Corporation | Adopted by the Board of Directors: _________________ | Date: _________________

Article I
Name & Purpose

Section 1.1 — Name. The name of this organization is [Organization Name] (the "Organization").

Section 1.2 — Purpose. The Organization is organized exclusively for [charitable / educational / religious / scientific] purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its primary purpose is [describe mission in one to two sentences].

Section 1.3 — Nonprofit Status. The Organization shall not be operated for profit. No part of the net earnings shall inure to the benefit of any director, officer, or private individual.

Article II
Board of Directors

Section 2.1 — Authority. The affairs of the Organization shall be managed by its Board of Directors.

Section 2.2 — Number. The Board shall consist of no fewer than [3] and no more than [15] directors.

Section 2.3 — Election and Terms. Directors shall be elected by the Board at the annual meeting. Each director shall serve a term of [2] years and may serve no more than [3] consecutive terms.

Section 2.4 — Vacancies. Vacancies on the Board may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy shall serve the remainder of the unexpired term.

Section 2.5 — Removal. A director may be removed, with or without cause, by a two-thirds vote of the full Board at any duly noticed meeting.

Article III
Officers

Section 3.1 — Officers. The officers of the Organization shall be a Chair, Vice Chair, Secretary, and Treasurer. Officers shall be elected annually by the Board and may serve no more than [2] consecutive terms in the same office.

Section 3.2 — Chair. The Chair shall preside at all Board meetings, serve as the primary liaison between the Board and executive staff, and perform such other duties as assigned by the Board.

Section 3.3 — Vice Chair. The Vice Chair shall assume the duties of the Chair in their absence and perform such other duties as assigned by the Board.

Section 3.4 — Secretary. The Secretary shall maintain records of all Board meetings and official actions, ensure notice of meetings is properly given, and maintain custody of the Organization's records.

Section 3.5 — Treasurer. The Treasurer shall oversee the financial affairs of the Organization, present financial reports at Board meetings, and ensure accurate financial records are maintained.

Article IV
Meetings

Section 4.1 — Regular Meetings. The Board shall meet at least [4] times per year at dates and locations determined by the Chair or a majority of the Board.

Section 4.2 — Annual Meeting. The Board shall hold an annual meeting each [month] for the purpose of electing directors and officers and conducting such other business as may come before the Board.

Section 4.3 — Special Meetings. Special meetings may be called by the Chair or by any [3] directors upon at least [5] days' written notice.

Section 4.4 — Notice. Written notice of each meeting, including agenda, time, and location, shall be delivered to each director at least [7] days before the meeting.

Section 4.5 — Remote Participation. Directors may participate in any meeting by telephone or video conference. Such participation shall constitute presence in person at the meeting.

Section 4.6 — Quorum. A majority of the then-serving directors shall constitute a quorum for the transaction of business.

Article V
Voting

Section 5.1 — Voting. Each director shall have one vote. Votes may not be cast by proxy unless expressly authorized by the Board for a specific meeting.

Section 5.2 — Majority Vote. Except as otherwise provided in these bylaws, all decisions of the Board shall be made by a majority vote of directors present at a meeting at which a quorum is present.

Section 5.3 — Supermajority. The following actions require approval by two-thirds of the full Board: removal of a director, amendment of these bylaws, dissolution of the Organization, and any transaction valued above $[amount].

Section 5.4 — Action Without a Meeting. Any action required to be taken at a meeting may be taken without a meeting if all directors consent in writing. Such consent shall be filed with the minutes of the Board.

Article VI
Committees

Section 6.1 — Standing Committees. The Board may establish standing committees to support its work. Each standing committee shall operate under a written charter approved by the Board that defines its purpose, membership, authority, and reporting obligations.

Section 6.2 — Ad Hoc Committees. The Board or Chair may establish ad hoc committees for specific purposes. Such committees shall dissolve upon completion of their assigned task or by Board action.

Section 6.3 — Committee Authority. No committee may take action that exceeds the authority delegated to it by the Board. All committee actions shall be reported to the full Board.

Article VII
Conflict of Interest

Section 7.1 — Policy. The Organization shall maintain a Conflict of Interest Policy, which all directors and officers must review and acknowledge annually.

Section 7.2 — Disclosure. Any director who has a direct or indirect financial interest in a matter before the Board must disclose that interest before discussion or vote on the matter.

Section 7.3 — Recusal. A director with a disclosed conflict shall not participate in deliberations or vote on the matter. The recusal and the vote outcome shall be documented in the meeting minutes.

Article VIII
Fiscal Year & Finance

Section 8.1 — Fiscal Year. The fiscal year of the Organization shall begin on [January 1] and end on [December 31] of each year.

Section 8.2 — Budget. The Board shall approve an annual operating budget before the start of each fiscal year.

Section 8.3 — Financial Controls. All expenditures above $[amount] shall require Board approval. Contracts and financial instruments shall be executed by the [Chair / Executive Director] with countersignature by the Treasurer for amounts above $[amount].

Section 8.4 — Audit. The Board shall cause an independent financial review or audit to be conducted annually in accordance with applicable law and donor requirements.

Article IX
Amendment

Section 9.1 — Amendment Process. These bylaws may be amended by a two-thirds vote of the full Board at any duly noticed meeting, provided that the proposed amendment was submitted in writing to all directors at least [14] days before the meeting.

Section 9.2 — Annual Review. The Board shall review these bylaws at least once per year to ensure they remain current and consistent with applicable law and organizational practice.

Article X
Dissolution

Section 10.1 — Dissolution. The Organization may be dissolved by a two-thirds vote of the full Board, subject to any applicable state law requirements.

Section 10.2 — Distribution of Assets. Upon dissolution, after payment of all liabilities, the remaining assets of the Organization shall be distributed to one or more organizations that qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board.

Example by OnBoard · onboardmeetings.com

BYLAWS OF [ORGANIZATION NAME] A Nonprofit Corporation Adopted by the Board of Directors: _________________ | Date: _________________ ARTICLE I — NAME & PURPOSE Section 1.1 — Name. The name of this organization is [Organization Name] (the "Organization"). Section 1.2 — Purpose. The Organization is organized exclusively for [charitable / educational / religious / scientific] purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code. Its primary purpose is [describe mission in one to two sentences]. Section 1.3 — Nonprofit Status. The Organization shall not be operated for profit. No part of the net earnings shall inure to the benefit of any director, officer, or private individual. ARTICLE II — BOARD OF DIRECTORS Section 2.1 — Authority. The affairs of the Organization shall be managed by its Board of Directors. Section 2.2 — Number. The Board shall consist of no fewer than [3] and no more than [15] directors. Section 2.3 — Election and Terms. Directors shall be elected by the Board at the annual meeting. Each director shall serve a term of [2] years and may serve no more than [3] consecutive terms. Section 2.4 — Vacancies. Vacancies on the Board may be filled by a majority vote of the remaining directors. A director elected to fill a vacancy shall serve the remainder of the unexpired term. Section 2.5 — Removal. A director may be removed, with or without cause, by a two-thirds vote of the full Board at any duly noticed meeting. ARTICLE III — OFFICERS Section 3.1 — Officers. The officers of the Organization shall be a Chair, Vice Chair, Secretary, and Treasurer. Officers shall be elected annually by the Board and may serve no more than [2] consecutive terms in the same office. Section 3.2 — Chair. The Chair shall preside at all Board meetings, serve as the primary liaison between the Board and executive staff, and perform such other duties as assigned by the Board. Section 3.3 — Vice Chair. The Vice Chair shall assume the duties of the Chair in their absence and perform such other duties as assigned by the Board. Section 3.4 — Secretary. The Secretary shall maintain records of all Board meetings and official actions, ensure notice of meetings is properly given, and maintain custody of the Organization's records. Section 3.5 — Treasurer. The Treasurer shall oversee the financial affairs of the Organization, present financial reports at Board meetings, and ensure accurate financial records are maintained. ARTICLE IV — MEETINGS Section 4.1 — Regular Meetings. The Board shall meet at least [4] times per year at dates and locations determined by the Chair or a majority of the Board. Section 4.2 — Annual Meeting. The Board shall hold an annual meeting each [month] for the purpose of electing directors and officers and conducting such other business as may come before the Board. Section 4.3 — Special Meetings. Special meetings may be called by the Chair or by any [3] directors upon at least [5] days' written notice. Section 4.4 — Notice. Written notice of each meeting, including agenda, time, and location, shall be delivered to each director at least [7] days before the meeting. Section 4.5 — Remote Participation. Directors may participate in any meeting by telephone or video conference. Such participation shall constitute presence in person at the meeting. Section 4.6 — Quorum. A majority of the then-serving directors shall constitute a quorum for the transaction of business. ARTICLE V — VOTING Section 5.1 — Voting. Each director shall have one vote. Votes may not be cast by proxy unless expressly authorized by the Board for a specific meeting. Section 5.2 — Majority Vote. Except as otherwise provided in these bylaws, all decisions of the Board shall be made by a majority vote of directors present at a meeting at which a quorum is present. Section 5.3 — Supermajority. The following actions require approval by two-thirds of the full Board: removal of a director, amendment of these bylaws, dissolution of the Organization, and any transaction valued above $[amount]. Section 5.4 — Action Without a Meeting. Any action required to be taken at a meeting may be taken without a meeting if all directors consent in writing. Such consent shall be filed with the minutes of the Board. ARTICLE VI — COMMITTEES Section 6.1 — Standing Committees. The Board may establish standing committees to support its work. Each standing committee shall operate under a written charter approved by the Board that defines its purpose, membership, authority, and reporting obligations. Section 6.2 — Ad Hoc Committees. The Board or Chair may establish ad hoc committees for specific purposes. Such committees shall dissolve upon completion of their assigned task or by Board action. Section 6.3 — Committee Authority. No committee may take action that exceeds the authority delegated to it by the Board. All committee actions shall be reported to the full Board. ARTICLE VII — CONFLICT OF INTEREST Section 7.1 — Policy. The Organization shall maintain a Conflict of Interest Policy, which all directors and officers must review and acknowledge annually. Section 7.2 — Disclosure. Any director who has a direct or indirect financial interest in a matter before the Board must disclose that interest before discussion or vote on the matter. Section 7.3 — Recusal. A director with a disclosed conflict shall not participate in deliberations or vote on the matter. The recusal and the vote outcome shall be documented in the meeting minutes. ARTICLE VIII — FISCAL YEAR & FINANCE Section 8.1 — Fiscal Year. The fiscal year of the Organization shall begin on [January 1] and end on [December 31] of each year. Section 8.2 — Budget. The Board shall approve an annual operating budget before the start of each fiscal year. Section 8.3 — Financial Controls. All expenditures above $[amount] shall require Board approval. Contracts and financial instruments shall be executed by the [Chair / Executive Director] with countersignature by the Treasurer for amounts above $[amount]. Section 8.4 — Audit. The Board shall cause an independent financial review or audit to be conducted annually in accordance with applicable law and donor requirements. ARTICLE IX — AMENDMENT Section 9.1 — Amendment Process. These bylaws may be amended by a two-thirds vote of the full Board at any duly noticed meeting, provided that the proposed amendment was submitted in writing to all directors at least [14] days before the meeting. Section 9.2 — Annual Review. The Board shall review these bylaws at least once per year to ensure they remain current and consistent with applicable law and organizational practice. ARTICLE X — DISSOLUTION Section 10.1 — Dissolution. The Organization may be dissolved by a two-thirds vote of the full Board, subject to any applicable state law requirements. Section 10.2 — Distribution of Assets. Upon dissolution, after payment of all liabilities, the remaining assets of the Organization shall be distributed to one or more organizations that qualify as tax-exempt under Section 501(c)(3) of the Internal Revenue Code, as determined by the Board. --- Example by OnBoard — onboardmeetings.com

How Board Management Software Supports Nonprofit Bylaw Compliance

Bylaws only work if the board follows them — and boards can only follow them if they can find them, understand them, and are reminded of what they require. Board management software addresses all three.

With OnBoard, your current bylaws are stored alongside your other governance documents in a secure, searchable location with full version history. Directors can access them at any time — before a meeting, during a vote, or when a question arises about procedure. There’s no ambiguity about which version is in effect.

Meeting tools enforce the procedural requirements the bylaws set: quorum tracking, voting records, and automated board meeting minutes that capture every motion, vote, and attendance record. When the bylaws say decisions require a two-thirds majority, that threshold is visible in the voting workflow — not left to someone’s memory.

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Frequently Asked Questions

Do nonprofit bylaws need to be filed with the state?

Most board management software can be activated within a few days. The timeline depends on setup complexity, the number of boards and users, and whether historical materials need to be migrated. Cloud-native platforms with dedicated implementation support typically have organizations running before their next board meeting.

What's the difference between nonprofit bylaws and a board policy manual?

Bylaws are the foundational governance document — they define structure, authority, and process at the highest level. A board policy manual contains operational policies (expense reimbursement, communications, conduct) that operate within the framework the bylaws establish. Policies are typically easier to amend than bylaws and handle day-to-day governance questions the bylaws don’t need to address.

What vote is require to adopt or amend nonprofit bylaws?

Most organizations require a supermajority — commonly two-thirds of directors present at a duly noticed meeting. Some require advance notice of the proposed amendment so directors can review it before voting. The exact threshold should be defined in the bylaws themselves. If the bylaws are silent, check your state’s default nonprofit corporation law.

How often should nonprofit bylaws be reviewed?

At least annually. Many organizations schedule bylaw review as a standing agenda item at their first board meeting of the fiscal year. Reviews should also be triggered by significant organizational changes, new legislation in your state, or any situation where the bylaws didn’t provide clear guidance on how to handle something.

About The Author

Gina Guy

Gina Guy is an implementation consultant who specializes in working with nonprofit organizations get the most from their board meetings. She loves helping customers ease their workloads through their use of OnBoard. A Purdue University graduate, Gina enjoys refinishing furniture, running, kayaking, and traveling in her spare time. She lives in Monticello, Indiana, with her husband.

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