Writing your nonprofit’s bylaws might feel like a big, boring task, but it’s actually one of the most important steps in setting your organization up for success.
Bylaws are the rules that keep everything running smoothly. They tell your team how decisions get made, who’s in charge of what, and what happens when things need to change. Think of them like the instruction manual for your mission.
Now, this isn’t just about checking a box for the IRS or your state. Strong, clear bylaws can protect your organization when things get tough. They help everyone, from your board to your volunteers, stay on the same page. They also build trust with donors, funders, and partners who want to know your nonprofit is being run the right way.
What are nonprofit bylaws and why are they important?
Bylaws are the rules your nonprofit agrees to follow. They explain how your organization works, how decisions get made, who gets a say, and what happens when something needs to change. You’ll decide things like how often your board meets, how someone becomes a board member, and what roles like president or secretary actually do.
Think of your bylaws as your nonprofit’s rulebook. They help your team stay organized, avoid confusion, and keep things fair. They also help when questions come up like, “Can we vote on this today?” or “Who’s allowed to sign this contract?” Your bylaws will have the answer.
But they’re not just for your team. The IRS and your state may ask for your bylaws when you apply for tax-exempt status or if you ever face a legal issue. Having strong, clear bylaws can show you’re serious, trustworthy, and doing things the right way. They’re one of the first things funders or lawyers look at when they want to understand how your nonprofit runs.
How bylaws protect your nonprofit corporation
Bylaws don’t just keep your team organized, they protect your nonprofit when things get messy. If there's ever a disagreement about how something should be done or who’s in charge, your bylaws are the go-to guide. They spell out the rules everyone agreed to follow from the beginning, which can stop small issues from turning into big problems.
They also help keep you in line with state law and the IRS. When you apply for 501(c)(3) status, the IRS expects to see a clear, detailed set of bylaws. And if someone ever questions how your nonprofit is being run, whether it’s a donor, a board member, or even a government agency, your bylaws show that you’re doing things by the book.
Plus, having good bylaws in place makes it easier to fill out your Form 990 every year. That’s the form tax-exempt organizations file with the IRS to stay compliant. Your bylaws will help you answer key questions about how your board is structured and how decisions are made.
Bottom line? Your bylaws are one of the best tools you have to keep your nonprofit running smoothly and staying out of trouble.
Key components of a nonprofit governing document
Bylaws can look a little different for every organization, but there are some parts that just about every nonprofit should include. These aren’t just boxes to check, they’re the pieces that help your nonprofit run well, stay organized, and grow without chaos. Below, we’ll break each one down so you know exactly what to include and why it matters.
Let’s start with the basics.
Name and purpose of your nonprofit organization
Start simple: what’s your organization called, and why does it exist?
Your bylaws should clearly state the full legal name of your nonprofit exactly how it appears in your articles of incorporation. That way, there’s no confusion with banks, the IRS, or the state.
Then comes your purpose. This isn’t a full mission statement, just a sentence or two that explains what your organization is here to do. For example: “The purpose of this organization is to provide free after-school tutoring for middle school students.” Clear, focused, and mission-driven. The IRS looks at this section to make sure your goals match 501(c)(3) guidelines.
Roles of the board of directors and officer positions
Your board of directors is responsible for making sure your nonprofit is doing what it’s supposed to do. Your bylaws should explain how many board members you’ll have, what their roles are, and how long they’ll serve.
You’ll also want to list officer positions like president, vice president, secretary, and treasurer. What do they do? How are they chosen? How long do they stay in their role? This part of your bylaws keeps leadership clear, especially when your board changes over time.
Pro tip: Keep it flexible. Saying “at least three board members” gives you room to grow without changing your bylaws later.
Membership structure (if applicable)
Not all nonprofits have members, but if yours does, you’ll need to say who qualifies, what rights they have, and how they vote (if they do).
Members are different from your board. They might vote on major changes, like choosing board members or approving amendments. If you don’t have a membership structure, just say so clearly. That way, no one is confused about who has a vote and who doesn’t.
Board meetings and special meetings
Your bylaws should say how often your board meets (monthly, quarterly, etc.), how much notice you’ll give before a meeting, and what counts as a quorum (the minimum number of board members needed to make decisions).
Include details about special meetings too, these are extra meetings called when something urgent comes up. Make sure it’s clear who can call them and how much notice is required.
You don’t have to include the exact dates for meetings, just general rules like “at least four times a year” or “with seven days’ notice.”
Conflict of interest and indemnification policies
This section matters a lot. It helps protect your organization from bad decisions or shady behavior.
A conflict of interest policy keeps board members from making decisions that benefit themselves or people close to them. For example, a board member shouldn’t vote to hire their own company without full transparency.
An indemnification clause explains that your nonprofit will cover legal costs if a board member gets sued for doing their job properly. It gives your board peace of mind that they’re protected when acting in good faith.
Use simple, specific language, this isn’t the place for legal fluff.
Recordkeeping and transparency
Here, explain how you’ll keep track of meeting minutes, financial records, and board decisions. Your bylaws should make it clear who’s responsible for keeping these records (usually the secretary) and how long you’ll keep them.
This section also shows that your nonprofit values transparency, something donors, funders, and the IRS all care about. Having everything organized makes filing your Form 990 a whole lot easier too.
Amending your bylaws
At some point, your nonprofit will grow or change, and your bylaws will need to grow with you. That’s why it’s important to include a section on how amendments work.
Decide how much notice is required before a vote and what kind of approval is needed (for example, “a two-thirds vote of the board”). Make it clear how the process works so there are no surprises.
And remember: whenever you amend your bylaws, save a copy and note the date it changed.
Dissolution and asset distribution
Even if it’s tough to think about, your bylaws should include a short section on what happens if your nonprofit closes.
This isn’t about failure, it’s about finishing strong and doing things responsibly. You’ll need to explain that if your organization dissolves, any remaining assets will go to another tax-exempt nonprofit (not to any individual board member).
This part keeps you compliant with IRS rules and ensures that your mission continues, one way or another.
7 essential tips for writing your nonprofit bylaws
You don’t have to be a lawyer to write great bylaws. But you do need to think things through and keep it simple. These tips are based on what we’ve seen work for real nonprofits, we’ve been in your shoes.
1. Tailor bylaws to your specific organization and mission
Don’t copy another nonprofit’s bylaws word for word. What works for them might not work for you. Your bylaws should match your goals, your team, and how you actually operate.
2. Avoid overly rigid rules, allow for flexibility
If you write in too many strict rules, you’ll box yourself in. Instead of saying your board “must meet every second Tuesday,” say “meets at least quarterly.” That way, you’re covered even when things change.
3. Use clear and consistent legal language
Avoid confusing terms or legal jargon you don’t understand. If you say someone “may” do something, that’s optional. If you say “shall,” that means it’s required. Be careful, these small words matter.
4. Consult state nonprofit law for compliance
Each state has its own nonprofit rules. Before you finalize your bylaws, double-check the requirements where you’re incorporated. This helps you stay legit and avoid problems later.
5. Don’t borrow templates blindly, customize
Templates are helpful, but they’re just a starting point. You’ll need to tweak the wording, add or remove sections, and adjust to fit your structure. Treat templates like outlines, not final drafts.
6. Involve your board of directors early
Don’t write your bylaws in a vacuum. Ask your board for input. They’ll be the ones following the rules, so get them on board early, it also helps build trust.
7. Review and revise regularly
As your nonprofit grows, your needs will change. Set a reminder to review your bylaws every year or two. If something feels outdated or unclear, update it. Bylaws aren’t set in stone.
Sample template outline for bylaws of a 501(c)(3) nonprofit corporation
Sometimes it helps to see how everything fits together. Below is a high-level outline of what your bylaws might look like. This isn't a fill-in-the-blank form, think of it as a roadmap. Use it as a starting point, then adjust it to match your organization’s structure, goals, and state requirements.
Article I – Name and Purpose
- Legal name of the nonprofit
- Mission or purpose statement
Article II – Offices
- Location of the main office
- Other possible office locations
Article III – Members (if applicable)
- Eligibility, rights, and responsibilities
- Voting rules
- Membership meetings
Article IV – Board of Directors
- Number of directors
- Terms and duties
- Selection and removal
- Quorum and voting
- Meetings (regular and special)
Article V – Officers
- Titles (President, Vice President, Secretary, Treasurer)
- Election, roles, and terms
- Resignation or removal
Article VI – Committees
- Types of committees
- How members are selected
- Committee duties and reporting
Article VII – Conflict of Interest
- Statement of policy
- Disclosure process
Article VIII – Fiscal Policies
- Fiscal year
- Budgeting and spending guidelines
Article IX – Amendments
- How bylaws can be changed
- Notice and voting requirements
Article X – Dissolution
- What happens to remaining assets
- Requirement to distribute to another tax-exempt nonprofit
You don’t have to include every one of these sections, but this gives you a solid framework. And if you’re not sure where to begin, it’s always smart to talk with an expert who understands nonprofit law, especially in your state.
Visual overview: bylaws vs articles of incorporation vs Form 990
These three documents are all important for running a nonprofit, but they each serve a different purpose. It’s easy to mix them up, especially when you’re just starting out. So let’s break it down in a simple way:
Document
What it is
Who uses it
When you need it
Bylaws
Internal rulebook that explains how your nonprofit is run
Board members, staff, IRS (if requested)
From the beginning; updated as your org grows
Articles of Incorporation
Legal document that officially creates your nonprofit in your state
State government, IRS
Filed once when you first start your nonprofit
Form 990
Annual IRS form that reports your nonprofit’s activities and finances
IRS, donors, the public
Every year (if you're tax-exempt)
Quick way to remember:
- Articles = birth certificate
- Bylaws = house rules
- Form 990 = yearly check-in
By keeping all three updated and accurate, your nonprofit stays in good standing, with your state, with the IRS, and with the people who support your work.
Real-world pitfalls: what happens when bylaws are unclear or outdated
We’ve seen what happens when nonprofits treat their bylaws like a one-and-done task, and it’s not pretty. When bylaws are vague or out of date, even small decisions can turn into big headaches.
Let’s say your bylaws don’t clearly state who can vote on major decisions. At your next board meeting, someone challenges the vote, and now your team’s stuck in a debate instead of moving forward. Or maybe your bylaws say meetings must be in person, but your board wants to vote over Zoom. If your bylaws don’t allow that, your vote might not even count.
And if the IRS or a funder reviews your bylaws and finds they don’t match how you actually operate, that can raise red flags. It makes your organization look unorganized, or worse, untrustworthy.
This is why clear, up-to-date bylaws matter. They help you run your nonprofit with less confusion, fewer conflicts, and more confidence.
Your nonprofit’s foundation
Your bylaws aren’t just a formality, they’re your nonprofit’s foundation. When they’re clear, current, and built for the way your team actually works, they make everything easier. Decisions are smoother. Meetings stay on track. Everyone knows their role. And when it’s time to grow, you’ve got a strong structure to build on.
The best part? You don’t have to figure it all out alone. At Harness, we help nonprofits like yours put smart systems in place so you can focus more on impact, and less on headaches. From fundraising tools to expert support, we’re here to help you grow with clarity and confidence.
