How to Write Nonprofit Bylaws: What to Include
Key Takeaways
Nonprofit bylaws explain how your organization is governed and operated
They are not filed with the state but are essential for internal governance
The Internal Revenue Service expects governing documents when applying for 501(c)(3) status
Bylaws define board roles, decision-making, and meeting procedures
Clear bylaws help prevent confusion and support long-term stability
Learn how to write nonprofit bylaws, what to include, and how they support governance, compliance, and 501(c)(3) readiness.
Introduction
Writing Nonprofit Bylaws means drafting the internal document that governs how your organization makes decisions, who leads it, and how it operates on a daily basis. Your Nonprofit Bylaws define your nonprofit's structure, decision-making processes, and leadership operations.
While you do not file your bylaws with your state, they are essential for running your organization and preparing for tax-exempt status. If you are still forming your nonprofit, this step comes shortly after incorporation, which is outlined in How to Form a Nonprofit Organization in 8 Steps.
What Are Nonprofit Bylaws?
Quick Answer
Nonprofit Bylaws is an internal governance document that outlines how your organization is managed, the roles and responsibilities of your board, rules for meetings and voting, and procedures for handling key decisions. They are not filed with the state but are required before applying for 501(c)(3) status, opening a bank account, or entering into contracts.
What Do Nonprofit Bylaws Include?
Nonprofit Bylaws is an internal governance document that outline:
- How your organization is managed
- The roles and responsibilities of your board
- Rules for board meetings and voting
- Procedures for handling key decisions
They act as the operating framework for your nonprofit.
Are Nonprofit Bylaws Required?
Nonprofit Bylaws are not typically submitted to your state when you form your organization. However, they are required in practice for governance, banking, and tax-exempt applications.
The Internal Revenue Service expects nonprofits to maintain governing documents as part of their organizational structure. According to IRS guidance, organizations must report changes to their governing documents, including bylaws, on their annual filings.
For a clearer explanation of how bylaws function and what they typically include, resources like Candid provide helpful, practical guidance.
Why Nonprofit Bylaws Matter
Bylaws provide structure and clarity for how your organization operates. They define expectations for leadership, guide decision-making, and support accountability.
They also help your nonprofit demonstrate strong governance practices, which is important for working with donors, banks, and grantmakers. These expectations align with guidance from the National Council of Nonprofits.
What to Include in Nonprofit Bylaws
While every nonprofit is different, most bylaws include the following core sections.
1. Organization Information
This section typically includes:
- Nonprofit name (if you plan to operate under a different name, you may need a DBA — see What Is a Nonprofit DBA (and Does Your Nonprofit Need One)?)
- Purpose or mission statement. If you haven't written yours yet, our guide on how to write a nonprofit mission statement can help
- Principal office location
2. Board of Directors
The IRS reviews your board structure when evaluating your 501(c)(3) application. Having clear bylaws that define board terms, voting procedures, and how conflicts of interest are handled demonstrates the kind of independent governance the IRS expects to see.
Your bylaws should clearly define:
- Number of board members
- Term lengths and limits
- How board members are elected or removed
- Roles and responsibilities
3. Officers
Most nonprofits assign officer roles such as:
- President or Chair
- Secretary
- Treasurer
Bylaws should describe each role and its responsibilities.
4. Meetings
Include details about how meetings are conducted:
- How often meetings occur
- Notice requirements
- Quorum requirements
- Voting procedures
These details connect directly to your organization's nonprofit board meeting requirements which are set by a combination of state law and your bylaws.
5. Committees
If your nonprofit uses committees, outline:
- Types of committees
- Responsibilities and authority
- How members are selected
6. Conflict of Interest Policy
Many nonprofits include or reference a conflict-of-interest policy within their bylaws.
The IRS recommends having this policy in place to support ethical decision-making.
7. Amendments
Your bylaws should explain how changes can be made, including:
- Who can propose amendments
- Voting requirements for approval
How to Write Effective Nonprofit Bylaws
Strong bylaws are clear, practical, and easy to follow. They should use simple language, align with your Articles of Incorporation, and allow flexibility as your organization grows.
They should also reflect applicable laws and governance standards. For additional guidance, see How to Create Required Policies for Your Nonprofit.
When Should You Create Bylaws?
Most nonprofits adopt bylaws during or shortly after formation.
They are typically needed before:
- Applying for an EIN
- Submitting your 501(c)(3) application
Common Mistakes to Avoid
Avoid these common issues when creating nonprofit bylaws:
- Making bylaws too vague
- Including conflicting or unclear rules
- Forgetting amendment procedures
- Not reviewing bylaws regularly
- Using generic templates without customization
Governance gaps like these are a common source of compliance challenges. You can see how they connect to broader risks in 8 Common Nonprofit Compliance Mistakes and How to Avoid Them.
How Bylaws Fit Into Ongoing Compliance
Bylaws are not a one-time document. They should evolve as your organization grows and operations become more complex.
They connect to board governance, annual meetings, and broader compliance responsibilities. You can learn more about ongoing requirements in our article, Nonprofit Compliance Checklist.
What Does Your State Require to Start a Nonprofit?
Requirements, filing fees, and procedures vary by state. See the specific steps you'll need to follow where you're forming your nonprofit.
Final Thoughts
Nonprofit bylaws provide the structure your organization needs to operate clearly and consistently. They help define leadership, guide decisions, and support accountability as your organization grows.
Once your bylaws are in place, your next step is often preparing for tax-exempt status. You can continue with How to Apply for 501(c)(3) Tax-Exempt Status.
Frequently Asked Questions
Nonprofit bylaws are an internal governance document that outlines how your organization is structured and operated. They define board roles, decision-making processes, and rules for meetings and oversight.
Nonprofit bylaws typically include your organization’s purpose, board structure, officer roles, meeting procedures, voting rules, and amendment process. Many also include or reference a conflict of interest policy.
Yes. The Internal Revenue Service expects nonprofits to have governing documents, including bylaws, when applying for tax-exempt status.
No. Bylaws are internal documents and are not typically submitted to the state, but they must be maintained as part of your organization’s records.
Nonprofit bylaws are typically created by the founder or board of directors. Some organizations use templates or professional guidance to ensure accuracy and completeness.
Yes. Most bylaws include an amendment process that allows updates as your organization grows or changes.
Failure to follow bylaws can lead to governance issues, internal disputes, and concerns during audits or grant reviews.
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