Bylaws are the rulebook your board follows. They say who governs the organization, how decisions get made and how the rules themselves can change. The articles of incorporation create the corporation and lock in its charitable purpose; the bylaws run it day to day.
The IRS does not require bylaws, and it does not prescribe their contents. Your state's nonprofit corporation law fills in default rules wherever your bylaws are silent, and in most states it overrides any bylaw that conflicts with the statute or with your articles. Good bylaws make your choices explicit so you are not relying on defaults you have never read.
Bylaws, the state and the IRS
The state. In most states you do not file bylaws with the secretary of state. They are an internal document, adopted by the board, usually at the organizational meeting, and kept with the corporate records.
Form 1023. The application asks whether you have adopted bylaws, and if you have, you upload a current copy with any amendments. The bylaws do not need to be signed unless they also serve as your organizing document, which is uncommon for a corporation. Form 1023 also asks for the month your tax year ends and tells you to check that it matches your bylaws.
Form 1023-EZ. No bylaws are uploaded.
After approval. Public charities that file Form 990 or 990-EZ report changes to their bylaws on the annual return, and the IRS recommends keeping bylaws and all amendments permanently.
What bylaws cannot do. Bylaws do not satisfy the IRS organizational test. Purpose limits and the dissolution clause must be in your articles of incorporation.
What bylaws typically cover
| Article | What it settles |
|---|---|
| Name and offices | Legal name, principal office, registered agent |
| Purpose | A restatement consistent with the articles |
| Members | Whether there are voting members, and their rights |
| Board of directors | Number, qualifications, terms, election, removal, vacancies |
| Meetings | Regular and special meetings, notice, remote attendance, action without a meeting |
| Quorum and voting | How many directors must be present and what vote passes a motion |
| Officers | Titles, duties, election, terms |
| Committees | Executive, finance or other committees and their limits |
| Conflicts of interest | Disclosure and recusal, often by reference to a separate policy |
| Fiscal year | The 12-month accounting period |
| Indemnification | Whether and how the corporation protects directors and officers |
| Amendments | Who can amend the bylaws and by what vote |
| Dissolution | Consistent with the articles' dedication of assets |
Members or no members
"Members" in corporate law means people with legal voting rights, typically to elect directors and approve major changes. It does not mean donors, volunteers or people who pay for a "membership" in exchange for a newsletter.
A membership organization. Members elect the board and may vote on mergers, dissolution or bylaw amendments. This suits associations, clubs with charitable programs and organizations that want formal community control. It also adds annual meetings, member notice and member records.
A self-perpetuating board. The board elects its own successors and there are no statutory members. Most small charities choose this; it is simpler to run.
You can still call donors "members" informally. Your bylaws should state plainly that any such group has no voting rights under the state statute.
Board size and terms
Federal tax law sets no minimum number of directors. State law does, and rules vary: New York, for example, requires at least three. The IRS encourages boards that include independent members, not dominated by employees or by people with business or family ties to one another.
Practical choices:
- A range, not a fixed number. "Not fewer than three nor more than eleven" lets you grow without amending.
- Staggered terms. Electing a third of the board each year keeps continuity.
- Term limits. Optional, but they make room for new people.
- Removal and vacancies. Say who can remove a director and how a vacancy is filled.
Officers
Most bylaws provide for a president or chair, a secretary and a treasurer, and sometimes a vice president. Describe each role in one or two sentences: the president presides and signs on the corporation's behalf, the secretary keeps minutes and records, the treasurer oversees finances and reports to the board. State law may require particular offices or limit one person from holding certain combinations, so check your statute.
Make clear that officers serve at the pleasure of the board and that compensation, if any, is set by the board without the participation of the person being paid. See paying founders and staff.
Quorum and voting
A quorum is the minimum number of directors who must be present to do business. Many bylaws set it at a majority of directors in office, and say that a majority of directors present at a meeting with a quorum can act unless the bylaws or statute require more.
A hypothetical seven-member board sets quorum at a majority of directors in office.
- Quorum: 4 of 7.
- At a meeting where exactly 4 attend, a majority of those present is 3, so 3 directors can approve an ordinary motion.
If that worries you for big decisions, require a higher vote, such as two-thirds of directors in office, for selling property, amending the bylaws or dissolving.
Address remote meetings and action by written consent too. Your state statute governs whether directors can meet by video or act without a meeting, and on what conditions, so check it and say in the bylaws what you allow.
Conflicts of interest
A conflict of interest arises when a director or officer could benefit personally from a decision they help make. Your bylaws should require disclosure and recusal, or adopt a separate written policy by reference. The Form 1023 instructions include a sample policy in Appendix A, and while adopting one is not required for exemption, Form 1023 asks about it and Form 990 asks whether you had a written conflict of interest policy at year end. Our conflict of interest policy guide walks through the sample.
Amendments
Say who can amend the bylaws, the board, the members or both, and by what vote. Require advance written notice of proposed amendments so no one is surprised at the meeting. Keep every version with the date it was adopted. Changes after you are recognized are reported on your annual return; see changes after 501(c)(3).
Adopting the bylaws
The board adopts the bylaws by resolution at its organizational meeting, and the minutes record the vote. The first board meeting guide includes a sample agenda.
Frequently asked questions
Do we have to file our bylaws with the state?
In most states, no. They stay in your corporate records. Some state agencies, banks and grantmakers will ask for a copy, so keep a clean, dated version ready.
Can we change our bylaws after the IRS approves us?
Yes. Amend them by the process your bylaws set out, keep the dated amendment with your records, and report the change on your next Form 990 or 990-EZ.
Do bylaws need to be signed?
Not for Form 1023, unless they are your organizing document. Many organizations have the secretary sign a certificate stating the date the board adopted them, which is useful for banks and grantmakers.
Can bylaws limit the board's authority?
Yes, within your state's law. Common examples are requiring a supermajority for selling major assets, or requiring two signatures on checks above a set amount the board chooses.
Should we use a bylaws template?
A template is a reasonable starting point if you read every clause, delete what does not fit and check it against your state's statute and your articles. Your bylaws should match how your organization actually operates. Directors' legal responsibilities are covered in nonprofit board duties.
Sources
- IRS: Instructions for Form 1023 (Rev. December 2024). irs.gov
- IRS: Publication 4221-PC, Compliance Guide for 501(c)(3) Public Charities (Rev. March 2018). irs.gov
- IRS: Publication 557, Tax-Exempt Status for Your Organization (Rev. January 2025). irs.gov
- IRS: 2025 Instructions for Form 990. irs.gov
- New York State Senate: Not-for-Profit Corporation Law ยง 702, Number of directors. nysenate.gov
IRS forms, fees and inflation-adjusted amounts change. We review this page when the IRS publishes new instructions.
501Nonprofit.com is a private company, not the IRS. This page is general information, not legal or tax advice for your organization. Example organizations and figures are hypothetical.
