How To Write Bylaws for Your Nonprofit

We like to think of bylaws as an operating manual for your nonprofit, or a rulebook outlining how your organization will run. Nonprofit bylaws are legal documents for your organization that must be maintained and will likely be referred back to from time to time. They help keep your nonprofit transparent, accountable, and effective. Bylaws are specific to every organization, so yours should reflect the needs of your nonprofit. 

The purpose of bylaws is to guide a nonprofit board’s actions and decisions. They are helpful in preventing or resolving conflicts and disagreements that may arise. They can also protect the organization from potential problems by clearly outlining rules on authority, rights, and expectations of board members. If the Board of Directors fails to follow the bylaws, it can be held liable for breaching its duty to the nonprofit organization.

It’s important to note that laws for bylaws vary by each state, so when drafting your bylaws, you want to ensure that you are following your state’s guidelines as well. Additionally, if you plan to file for 501(c)(3) status for your organization, you will need to include bylaws in your application to the IRS. 

Sounds like a lot? Don’t worry. Since our job is to help you focus on your purpose rather than cumbersome paperwork, we created a free, Nonprofit bylaws template you can download instantly on the Resilia Nonprofit Platform.

And here’s a quick list of what all nonprofit bylaws must include that you can refer to:

  • The name and purpose of your organization

  • Membership - How board directors and officers will be appointed and elected 

  • Meeting Guidelines - When and how board meetings will be held and conducted

  • Voting Procedures - What constitutes a quorum so that your board can make a decision

  • Basic Governance - Is your nonprofit controlled by its board or its members?

  • Committees - How committees be structured

  • Board Structure - Number of directors for your board, their required qualifications, and their terms of service

  • Compensation and Indemnification of Board Members

  • Role of Chief Executive

  • Conflict of Interest Policy - Rules regarding conflict of interest policy

  • Amendment of Bylaws - How the Bylaws can be changed or amended


For more expert tools, trainings, & resources to help you raise funds, maximize your impact, and build capacity, login to the Resilia Nonprofit Platform. If you don’t have an account, it’s easy and free to sign up and get your free Nonprofit bylaws template!

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