Define and document how your nonprofit operates: Nonprofit Bylaws

BYLAWS

OF

The name of the organization is . The organization is organized in accordance with the Alabama Nonprofit Corporation Act, Alaska Nonprofit Corporation Act, Arizona Nonprofit Corporation Act, Arkansas Nonprofit Corporation Act of 1993, Nonprofit Corporation Act of California, Colorado Revised Nonprofit Corporation Act, Connecticut Revised Nonstock Corporation Act, Delaware General Corporation Law, D.C. Nonprofit Corporation Act of 2010, Florida Not For Profit Corporation Act, Georgia Nonprofit Corporation Code, Hawaii Nonprofit Corporations Act, Idaho Nonprofit Corporation Act, General Not For Profit Corporation Act of 1986, Indiana Nonprofit Corporation Act of 1991, Revised Iowa Nonprofit Corporation Act, Kansas Code, Chapter 17, Kentucky Revised Statutes, Title XXIII, Chapter 273, Louisiana Revised Statutes, Chapter 2, Title 12, Maine Nonprofit Corporation Act, Corporations and Associations Article of the Annotated Code of Maryland, General Law of the Commonwealth of Massachusetts, Title XXII, Chapter 180, Nonprofit Corporation Act, Act 162 of 1982, Minnesota Statutes, Chapter 317A, Corporations, Associations and Partnerships Section of the Mississippi Code, Title 79, Chapter 11, Nonprofit Corporation Law of Missouri, Montana Code Annotated, Title 35, Chapter 2, Nebraska Revised Statutes, Chapter 21, Revised Nevada Statutes, Chapter 82, New Hampshire Revised Statutes, Chapter 292, New Jersey Statutes, Title 15 A, Nonprofit Corporation Act, New York Non Profit Corporation Act, North Carolina Nonprofit Corporation Act, North Dakota Nonprofit Corporations Act, Nonprofit Corporation Law, Oklahoma Statutes, Title 18, Corporations, Oregon Nonprofit Corporation Act, Pennsylvania Code, Chapter 41, Rhode Island Nonprofit Corporation Act, South Carolina Nonprofit Corporation Act, South Dakota Nonprofit Corporation Act, Tennessee Code Annotated, Title 48, Texas Civil Statutes, Chapter 9, Utah Revised Nonprofit Corporation Act, Vermont Statutes, Title 11B, Virginia Nonstock Corporation Act, Washington Nonprofit Corporation Act, West Virginia Nonprofit Corporation Act, Wisconsin Annotated Code, Chapter 181, Wyoming Nonprofit Corporation Act, as amended. The organization has not been formed for the making of any profit, or personal financial gain. The assets and income of the organization shall not be distributable to, or benefit the trustees, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employees and independent contractors for services provided for the benefit of the organization. This organization shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax. The organization shall not endorse, contribute to, work for, or otherwise support (or oppose) a candidate for public office. The purpose of the organization is the following:

The organization is organized exclusively for purposes pursuant to section 501(c)(3)  of the Internal Revenue Code.

ARTICLE

MEETINGS

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

Section 2. Special Meetings. Special meetings maybe be requested by the President or the Board of Directors. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.

Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting, and if for a special meeting, the purpose of the meeting. Such notice shall be mailed to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting2 days prior to the meeting, or 20 days if removing a director, or 20 days if a merger vote is to be taken , but no more than 60 days in advance of a meeting. Such notice shall be deemed effective when deposited in ordinary U.S. mail, properly addressed, with postage prepaid.

Section 4. Place of Meeting. Meetings shall be held at the organization's principal place of business unless otherwise stated in the notice. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during this meeting. A director participating in a meeting by this means shall be deemed to be present in person at the meeting.

Section 5. Quorum. A majority of the directors shall constitute at quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

ARTICLE

DIRECTORS

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of director(s).

Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of year(s), or until a successor has been elected and qualified. If the term is not specified in the articles or bylaws, the term of a director is one (1) year.

Section 3. Quorum. A majority of directors shall constitute a quorum.

Section 4. Adverse Interest. In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairpersons and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

Section 6. Special Meeting. Special meetings may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. A special meeting of members is not required to be held at a geographic location if the meeting is held by means of the internet of other electronic communications technology in a manner pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrent with the occurrence of the proceedings, note on matters submitted to the members, pose questions, and make comments.

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution. A director of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case may be.

Section 9. Removal / Vacancies. A director shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until a successor has been elected and qualified.

Section 10. Committees. To the extent permitted by law, the Board of Directors may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

ARTICLE

OFFICERS

Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer, and a Secretary. Two or more offices may be held by one person, although the offices of Secretary and President cannot be held concurrently by the same person. The President/Chairman may not concurrently serve as the Secretary or Treasurer/CFO. The President may not serve concurrently as a Vice President.

President/Chairman. The President shall be the chief executive officer and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board.

Secretary. The Secretary shall give notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify any records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors' meetings and all committee meetings.

Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board of Directors, immediately following the annual meeting. Each officer shall serve a one year term or until a successor has been elected and qualified.

Section 3. Removal or Vacancy. The Board of Directors shall have the power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

ARTICLE

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

The organization shall have a corporate seal, which shall be affixed to all deeds, mortgages, and other instruments affecting or relating to real estate. shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President or any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage or lien, may be executed by the President or any Vice-President. Notwithstanding the preceding provisions of this section, any written instrument may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

ARTICLE

AMENDMENT TO BYLAWS

The bylaws may be amended, altered, or repealed by the Board of Directors by a majority two-thirds majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board members at least ten (10) days before the meeting.

ARTICLE

INDEMNIFICATION

Any director or officer who is involved in litigation by reason of his or her position as a director or officer of this organization shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).

ARTICLE

DISSOLUTION

The organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose, and with the subsequent approval by no less than two-thirds (2/3) vote of the members. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

Certification

, President of , and , Secretary of certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on .

Checklist

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Find out next steps for your document

___Sign this document. This document needs to be signed by:

The Bylaws can be signed online. It becomes effective as of the date specified in the Bylaws.

___Store a copy. If you sign this agreement online a signed copy will be securely stored in your account. The signed Bylaws should be printed and placed into the corporate records book, which can be simply a 3-ring notebook designated for that purpose. A copy of this records book should be kept off-site in a safe location.

Important Details

When the Bylaws have been completed they should be signed by the corporate secretary who is elected by the initial directors (or the incorporators). The Bylaws should be dated and signed after the initial directors (or incorporators) have considered and approved their content.