Nonprofit Bylaws – What to Include & Common Mistakes

Nonprofit Bylaws – What to Include & Common Mistakes

Nonprofit organizations exist to meet the needs of the public and address critical issues in our society. While every nonprofit has its own unique mission, all nonprofits need a comprehensive set of bylaws to guide how their organization is governed. Not only do nonprofit bylaws serve to meet legal and regulatory requirements, but they also promote accountability and transparency in the organization, thereby establishing trust with donors and the public. If you need assistance with creating nonprofit bylaws or have any questions relating to your nonprofit, contact the Jennifer V. Abelaj Law Firm at 212-328-9568 to learn how an experienced attorney can help you.

What Are Nonprofit Bylaws?

Nonprofit bylaws are the main governing document for a nonprofit corporation. They are created when the organization is established to guide the decisions and actions of the board of directors. They can also help the organization avoid issues and resolve conflicts by clearly defining rules related to authority and governance. Furthermore, bylaws are a means for holding board members accountable for their actions. Board members that fail to follow a nonprofit’s bylaws are in breach of their duty to the organization and may be held liable for their actions.

In addition to being used internally, nonprofit bylaws are used by third parties to the organization, such as investors, landlords, and financial institutions. By reviewing a nonprofit’s bylaws, third parties can assess how responsibly the organization is being managed and whether or not they are willing to do business with them.  

Nonprofit Bylaws –State and Federal Requirements

Nonprofit organizations are governed by state law. A nonprofit organization’s bylaws should be created as a supplement to the rules defined under its state’s corporation code. When a nonprofit’s bylaws do not address a specific issue, it is assumed that the nonprofit follows the applicable rules of the state. 

Federal law does not require specific provisions or language to be included in nonprofit bylaws. A nonprofit organization applying for 501(c)(3) tax-exempt status is required to submit its bylaws for review to the IRS, however, as part of the application process.

A skilled nonprofit attorney can assist you in creating your nonprofit bylaws in compliance with all applicable state laws. They can also help you address specific provisions in your bylaws to improve your chances of being granted 501(c)(3) tax-exempt status by the IRS. Contact The Jennifer V. Abelaj Law Firm to discuss your needs with an experienced nonprofit attorney today.

What Do Nonprofit Bylaws Include?

The specific details of a nonprofit’s bylaws are determined by the organization’s unique mission and purpose. In general, however, nonprofit bylaws include:

• Name of the organization
• Location of the organization’s principal office
• Mission and purpose of the organization
• Details about the board of directors, including the number of members, their roles, and compensation
• Rules and procedures relating to electing board members as well as their term lengths and limits
• Details about board meetings, including frequency and procedures
• Quorum requirements, including the number of votes needed to make a decision
• Policies related to maintaining corporate records
• Policies relating to conflicts of interest among board members
• Limitations on the activities of the nonprofit
• Rules and procedures for amending bylaws

Updating Nonprofit Bylaws

Nonprofit bylaws should be updated if the organization goes through any major change, such as merging with another organization or making changes to the management structure. The rules related to amending bylaws, as defined in the existing bylaws, must be followed before any changes can be made. Nonprofit bylaws should also be reviewed at least once per year by the board of directors to ensure they are up-to-date, and all procedures are being followed correctly. 

As outlined in the Compliance Guide for 501(c)(3) organizations, bylaw amendments must be reported to the IRS. Some states also require that bylaw amendments are reported.

Common Mistakes Related to Nonprofit Bylaws

Common mistakes with bylaws that nonprofit organizations make are related to:

Operational Policies and Procedures

Bylaws exist to provide an overview of how an organization is governed. Specific details related to day-to-day operations can change frequently and, therefore, should be included in a policy manual written for management purposes.

Provisions for Making Amendments

Many nonprofits make the mistake of including stringent rules around making amendments to existing bylaws, such as requiring an unattainable number of votes to make a change. The needs and realities of a nonprofit organization can change over time. If it is difficult for the board of directors to make changes to the organization’s governance rules and management structure in line with the current needs of the organization, the bylaws will likely become outdated and the organization may develop a culture that is resistant to change. 

Reviewing Bylaws

Many nonprofits fail to review their bylaws regularly. By reviewing its bylaws at least annually, a nonprofit and its board members can protect themselves from making mistakes and being held liable for their actions. All board members should review their organization’s bylaws at least once a year to ensure their decisions and actions are aligned with all of its provisions. New board members should be provided with the organization’s bylaws as soon as they are appointed to their position and should be required to familiarize themselves with all of its provisions.

Learn How an Experienced Attorney Can Assist with Your Nonprofit Bylaws 

Nonprofit bylaws are an essential component of an organization’s success. Creating provisions that serve to enhance the effectiveness of your organization requires an in-depth understanding of nonprofit organization governance. State-specific nonprofit bylaw requirements, as well as federal requirements relating to 501(c)(3) organizations, must also be considered. At Jennifer V. Abelaj Law Firm, we are committed to assisting nonprofit organizations with all of their legal needs so they can focus on achieving their mission and purpose. Contact our experienced legal team today for a free consultation to learn more.