BYLAWS OF [ORGANIZATION NAME] A [STATE] Nonprofit Corporation EIN: [XX-XXXXXXX] Adopted [Month Day, Year] =============================================================================== HOW TO USE THIS TEMPLATE - Fill in every [BRACKETED] placeholder with your organization's details. - Delete any articles or options that do not apply to you, and the bracketed "choose one" notes once you have chosen. - Keep Article II (Purpose) and Article XI (Dissolution) close to the wording here — the IRS looks for both a 501(c)(3) purpose clause and a dissolution clause when it grants and reviews tax-exempt status. - Have the finished bylaws reviewed by an attorney in your state before you adopt them. This is a general template, not legal advice (see footer). =============================================================================== ARTICLE I — NAME The name of this organization is [ORGANIZATION NAME] (the "Organization"), a nonprofit corporation organized under the laws of the State of [STATE]. The Organization may also be known as [any DBA / common name, or delete]. ARTICLE II — PURPOSE The Organization is organized exclusively for charitable, religious, educational, and/or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code). Specifically, the purpose of the Organization is to [state your mission in one or two sentences — e.g., "advance the Christian faith and serve the community of [City]" or "provide [program/service] to [population]"]. No part of the net earnings of the Organization shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the Organization is authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Organization shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office. ARTICLE III — MEMBERSHIP [CHOOSE ONE OPTION AND DELETE THE OTHER.] OPTION A — No voting members: The Organization shall have no voting members. All corporate powers shall be exercised by or under the authority of the Board of Directors, as provided in these Bylaws and the laws of the State of [STATE]. OPTION B — Voting members: The Organization shall have voting members. A member is any person who [state qualifications — e.g., "has been received into membership of the church" or "has paid annual dues and been approved by the Board"]. Members in good standing are entitled to vote on [the election of directors / amendments to these Bylaws / other matters specified here]. Membership is non-transferable. A member may be removed for [cause / non-participation / conduct contrary to the Organization's purpose] by a [two-thirds] vote of the Board after written notice and an opportunity to be heard. ARTICLE IV — BOARD OF DIRECTORS Section 1. Powers. The affairs of the Organization shall be managed by, or under the direction of, the Board of Directors (the "Board"). The Board has full authority over the Organization's property, business, and policies, except as otherwise reserved to the members (if any) by these Bylaws or law. Section 2. Number. The Board shall consist of no fewer than [3] and no more than [15] directors. The current number shall be fixed by resolution of the Board within that range. A majority of directors shall be unrelated by blood, marriage, or business to maintain an independent, public-benefit board. Section 3. Term. Each director shall serve a term of [3] years and may serve [up to two consecutive terms / unlimited terms]. Terms should be staggered so that approximately one-third of the Board is elected each year. Section 4. Election. Directors shall be elected by [the Board / the voting members] at the annual meeting. Vacancies, including those created by an increase in the number of directors, may be filled by a majority vote of the remaining directors for the unexpired term. Section 5. Resignation and Removal. A director may resign at any time by written notice to the [President/Chair] or Secretary. A director may be removed, with or without cause, by a [two-thirds] vote of the directors then in office. Section 6. Compensation. Directors shall serve without compensation for their service as directors, but may be reimbursed for reasonable expenses. ARTICLE V — OFFICERS Section 1. Officers. The officers of the Organization shall be a President (or Chair), a Secretary, and a Treasurer. The Board may create additional offices (such as Vice President) as it sees fit. One person may hold more than one office, except that the offices of President and Secretary shall not be held by the same person. Section 2. Election and Term. Officers shall be elected by the Board and serve a term of [1] year or until a successor is elected. Section 3. President / Chair. The President shall preside at meetings of the Board, provide general leadership of the Organization, and perform the duties usually associated with the office. Section 4. Secretary. The Secretary shall keep the minutes of all meetings, maintain the corporate records and these Bylaws, give required notices of meetings, and certify documents on behalf of the Organization. Section 5. Treasurer. The Treasurer shall oversee the funds and financial records of the Organization, ensure accurate books of account are kept, present financial reports to the Board, and ensure all required filings (such as the IRS Form 990 series) are made on time. Section 6. Removal. Any officer may be removed by a majority vote of the Board whenever the Board judges that the best interests of the Organization will be served. ARTICLE VI — MEETINGS Section 1. Annual Meeting. The Board shall hold an annual meeting at a time and place it designates, to elect directors and officers and to conduct other business. Section 2. Regular Meetings. The Board shall meet at least [quarterly] at a time and place set by the Board. Section 3. Special Meetings. Special meetings may be called by the President or by any [two] directors. Section 4. Notice. Written or electronic notice of each meeting, stating the date, time, and place, shall be given to each director at least [7] days before the meeting, except that no notice is required for regular meetings held on a schedule already fixed by the Board. Section 5. Quorum. A majority of the directors then in office shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board. Section 6. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all directors consent in writing (including by email) to the action. Section 7. Electronic Participation. Directors may participate in any meeting by conference call, video, or similar means by which all participants can hear one another, and such participation constitutes presence in person. ARTICLE VII — COMMITTEES The Board may establish one or more committees, each consisting of [one or more] directors, and may delegate authority to them as permitted by law. Standing committees may include [an Executive Committee, a Finance/Audit Committee, and a Nominating Committee]. The Board may also appoint advisory committees of non-directors, which may not exercise the authority of the Board. ARTICLE VIII — CONFLICT OF INTEREST The Organization shall adopt and follow a written Conflict of Interest Policy. Any director, officer, or committee member who has a direct or indirect financial interest in a proposed transaction or arrangement shall disclose that interest to the Board and shall not participate in the discussion or vote on the matter, except to answer questions. The interested person may not be counted in determining the quorum for that vote. The Board shall determine whether the transaction is fair to the Organization and in its best interest before approving it, and shall record the disclosure, the deliberations, and the decision in the minutes. ARTICLE IX — INDEMNIFICATION To the fullest extent permitted by the laws of the State of [STATE], the Organization shall indemnify its directors, officers, employees, and agents against expenses, judgments, settlements, and other amounts reasonably incurred in connection with any proceeding arising from their service to the Organization, provided they acted in good faith and in a manner they reasonably believed to be in the best interest of the Organization. The Organization may purchase and maintain directors-and-officers (D&O) liability insurance. ARTICLE X — AMENDMENTS These Bylaws may be amended, repealed, or replaced by a [two-thirds] vote of the directors then in office [or, if the Organization has voting members, by a two-thirds vote of the members present at a meeting called for that purpose] at any meeting for which written notice of the proposed change was given at least [7] days in advance. No amendment may be made that would cause the Organization to lose its tax-exempt status under Section 501(c)(3). ARTICLE XI — DISSOLUTION Upon the dissolution of the Organization, the Board shall, after paying or making provision for the payment of all of the liabilities of the Organization, distribute all remaining assets exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, by distributing them to one or more organizations that are themselves organized and operated exclusively for charitable, religious, educational, and/or scientific purposes and that qualify as exempt under Section 501(c)(3) (or to a federal, state, or local government for a public purpose). No assets shall be distributed to any director, officer, member, or private individual. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Organization is located, exclusively for such exempt purposes. ARTICLE XII — BOOKS, RECORDS, AND FISCAL YEAR The Organization shall keep correct and complete books and records of account, minutes of the proceedings of the Board and its committees, and all required corporate and tax records. The fiscal year of the Organization shall [end on December 31 / be set by the Board]. =============================================================================== NOTES FOR CHURCHES A church is a 501(c)(3) nonprofit, so these bylaws apply to churches too. You may want to add: - A STATEMENT OF FAITH or doctrinal statement (often referenced as a separate document the Organization adopts and may amend). - DENOMINATIONAL AFFILIATION — name the denomination, network, or association the church is part of, and any submission to its governing documents. - A LEADERSHIP STRUCTURE that fits your polity — e.g., add ELDERS and DEACONS (their qualifications, selection, and duties) alongside or in place of the Board of Directors and officers above, and define who has spiritual versus corporate authority. - MEMBERSHIP that mirrors how your church receives and removes members (use Article III, Option B). - Provisions for calling, supporting, and removing a PASTOR or SENIOR MINISTER. =============================================================================== ADOPTION / CERTIFICATION These Bylaws were adopted by the Board of Directors of [ORGANIZATION NAME] on [Month Day, Year] and supersede any prior bylaws. _______________________________ _______________________________ [Name], President / Chair [Name], Secretary Date: ____________________ Date: ____________________ ------------------------------------------------------------------------------- This is a general template, not legal advice. Have your bylaws reviewed by an attorney before adopting them — nonprofit corporation requirements vary by state, and the right structure depends on your organization. Article II (Purpose) and Article XI (Dissolution) reflect language the IRS expects from 501(c)(3) organizations; do not weaken them without advice from a qualified professional.