What this service is
Your bylaws are the internal rulebook of your nonprofit: how many directors you have, how they are elected, what counts as a quorum, who the officers are, how decisions are made and how the bylaws themselves can be amended. Governance policies sit alongside the bylaws and set out how your board handles specific risks, such as a director with a financial stake in a decision.
We draft new bylaws and policies or review the ones you already have, then prepare the board resolutions to adopt them. Our guide to nonprofit bylaws explains what bylaws usually cover.
Why the IRS asks about policies
Form 990, Part VI, Section B, asks about policies that it describes as "not required by the Internal Revenue Code." The questions still matter, because your answers are public and donors, grant-makers and state regulators read them. The 2025 Form 990 asks:
| Form 990 line | Question, in short |
|---|---|
| Part VI, line 12a | Did you have a written conflict of interest policy? |
| Part VI, line 12b–c | Were insiders required to disclose interests annually, and did you monitor and enforce the policy? |
| Part VI, line 13 | Did you have a written whistleblower policy? |
| Part VI, line 14 | Did you have a written document retention and destruction policy? |
| Part VI, line 15 | Did the process for setting pay for your top official and other officers or key employees include review by independent persons, comparability data and contemporaneous documentation? |
| Schedule M, line 31 | Do you have a gift acceptance policy that requires review of non-standard contributions? |
Schedule M is filed only by organizations that report certain noncash contributions, so the gift acceptance question does not reach every filer. Form 990, Part VI, line 8 also asks whether you documented your board and committee meetings at the time they happened.
Form 1023 asks about conflicts of interest too. Its instructions include a sample conflict of interest policy and state that adopting one is not required for exemption.
Who needs it
- New organizations preparing for their first board meeting.
- Organizations whose bylaws came from a template and no longer match how they operate.
- Nonprofits about to file their first full Form 990 and facing Part VI.
- Boards planning to pay a founder or executive director. See paying founders and staff.
What's included
- Bylaws drafting or review, checked against your articles and your state's nonprofit corporation law.
- Conflict of interest policy with an annual disclosure form. See our conflict of interest policy guide.
- Whistleblower policy setting out how concerns are reported and how the people who raise them are protected from retaliation.
- Document retention and destruction policy with a retention schedule. See nonprofit recordkeeping.
- Gift acceptance policy covering non-cash gifts such as real estate, vehicles, securities and art.
- Compensation approval policy describing independent review, comparability data and documentation of the board's decision.
- Board resolutions adopting each document, ready for signature.
What we need from you
- Your articles of incorporation and current bylaws, if any.
- Your state of incorporation and whether you have voting members.
- Board size, officer roles and committee structure.
- Any compensation you pay or plan to pay, and any transactions with directors or their families.
- The kinds of gifts you receive or expect.
How it works
- Review and quote. We read your current documents and send a fixed quote before work starts.
- Questions. We ask how your board actually works so the documents match your practice.
- Drafts. You receive drafts with notes explaining each choice.
- Revisions. We revise based on your board's comments.
- Adoption. Your board adopts the final documents by resolution, recorded in the minutes.
What affects timing
Most of the time goes to your board's review. A board that meets quarterly may need to schedule a special meeting or use written consent, if your bylaws and state law allow it. Amending bylaws may also require a member vote if you have voting members.
Frequently asked questions
Do we have to adopt all of these policies?
The Internal Revenue Code does not require them. Form 990 asks whether you have them, and a "No" answer is public. We usually recommend starting with the conflict of interest, whistleblower and document retention policies.
Do bylaw changes need to be reported to the IRS?
Form 990, Part VI, line 4 asks whether you made significant changes to your governing documents since your last Form 990. See changes after 501(c)(3).
Can you review bylaws we already have?
Yes. We compare them with your articles, your state's law and how your board operates, and give you a marked-up draft.
Sources
- IRS: Form 990, Return of Organization Exempt From Income Tax (2025). irs.gov
- IRS: Schedule M (Form 990), Noncash Contributions (2025). irs.gov
- IRS: Instructions for Form 1023 (Rev. December 2024). irs.gov
- IRS: Instructions for Form 990 (2025). irs.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.
