Nonprofit bylaws template
A complete, ready-to-adapt set of bylaws for a 501(c)(3) — usable by churches and any other nonprofit. Every standard article is here with plain-English placeholders, including the IRS-friendly purpose and dissolution clauses. Fill in the brackets, have an attorney look it over, and adopt it.
Plain text — paste into Word, Google Docs, or Pages and edit.
What's in the template
Twelve articles, plus a "notes for churches" section and an adoption / certification block.
- I Name — Legal name, state of incorporation, and any DBA.
- II Purpose — The 501(c)(3) charitable / religious purpose clause the IRS looks for.
- III Membership — Choose: no voting members, or a voting membership with qualifications.
- IV Board of Directors — Number, terms, election, vacancies, powers, and removal.
- V Officers — President/Chair, Secretary, and Treasurer — and their duties.
- VI Meetings — Annual, regular, and special meetings, notice, and quorum.
- VII Committees — Standing and advisory committees and delegated authority.
- VIII Conflict of Interest — Disclosure and recusal rules every nonprofit board should follow.
- IX Indemnification — Protection for directors and officers acting in good faith.
- X Amendments — How the bylaws can be changed.
- XI Dissolution — The required clause sending assets to another 501(c)(3).
- XII Books & Fiscal Year — Records the org must keep and when its year ends.
How to use it
- 1. Download the file and open it in your word processor.
- 2. Replace every [BRACKETED] placeholder with your organization's details.
- 3. In Article III, pick the membership option that fits — most boards choose "no voting members."
- 4. Leave Article II (Purpose) and Article XI (Dissolution) close to the wording given — the IRS expects both.
- 5. Have an attorney in your state review the draft, then adopt it by board vote and sign the certification block.
A few things people get wrong
The dissolution clause is not optional
To qualify under 501(c)(3), your bylaws (or articles of incorporation) have to say that if the organization shuts down, its remaining assets go to another tax-exempt 501(c)(3) or to government for a public purpose — never to directors, officers, or members. Article XI in this template is written to satisfy that requirement. For background on what 501(c)(3) status actually means, see are churches tax exempt?.
You need a conflict-of-interest policy
Article VIII commits the board to disclosure and recusal whenever a director has a financial interest in a decision. The IRS asks about this on Form 1023, and a clear policy protects both the organization and its leaders. Keep the disclosures and votes in your minutes.
Churches are nonprofits too
A church is a 501(c)(3), so these bylaws work for churches with a few additions — a statement of faith, denominational affiliation, and a leadership structure (elders and deacons) that fits your polity. The "Notes for churches" section at the end of the file walks through each one. Once the governance is set, good books keep you compliant: see our guides to church accounting and church bookkeeping.
This template is a starting point, not legal advice — nonprofit requirements vary by state, so have your bylaws reviewed by an attorney before adopting them. Want the bookkeeping side handled once your nonprofit is up and running? Start free in Vestrybooks.