Article I - Name
The name of the corporation is [[Organization Legal Name]] (the "Corporation" or "Organization").
Article II - Purposes
Section 2.1. Primary Purposes. The Corporation is organized and shall be operated exclusively for charitable, educational, scientific, or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or the corresponding section of any future federal tax code.
Section 2.2. Specific Purposes. The specific purposes of the Corporation are:
[[Insert 1-3 sentences describing the mission in purposes language, e.g. "to relieve poverty and distress, advance education, and promote community development by providing workforce training, housing stability services, and related support to low-income individuals and families."]]
Section 2.3. Restrictions. No part of the net earnings of the Corporation shall inure to the benefit of any private individual or shareholder. The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, except as permitted under Section 501(h) of the Code if the Corporation has made the election provided therein.
Article III - Offices
The principal office of the Corporation shall be located at [[Address, City, State, ZIP]]. The Corporation may have such other offices as the Board of Directors may designate or as the business of the Corporation may require.
Article IV - Members
Option A - Non-Membership Corporation (most common for 501(c)(3) public charities)
The Corporation shall have no members. All governance authority shall be vested in the Board of Directors as provided in these Bylaws.
Option B - Membership Corporation (use only if desired structure)
[If using membership model, insert detailed provisions for classes of members, rights, admission, dues, meetings, voting, etc. Most public charities use non-membership structure.]
The Board has adopted the non-membership structure.
Article V - Board of Directors
Section 5.1. General Powers. The affairs of the Corporation shall be managed by or under the direction of its Board of Directors (the "Board"). The Board shall have all powers conferred by law, the Articles of Incorporation, and these Bylaws.
Section 5.2. Number and Qualifications. The number of directors shall be not fewer than [[minimum, e.g. three (3)]] nor more than [[maximum, e.g. fifteen (15)]]. Directors need not be residents of the State of [[State]]. The Board may adjust the number of directors within these limits by resolution.
Section 5.3. Election and Term. Directors shall be elected by the affirmative vote of a majority of the directors then in office at the annual meeting or at a special meeting called for that purpose. Directors shall serve [[staggered]] terms of [[three (3)]] years. A director may serve up to [[two (2) or three (3)]] consecutive full terms. After a one-year hiatus, a former director may be re-elected.
Section 5.4. Resignation and Removal. A director may resign at any time by written notice to the Board Chair or Secretary. A director may be removed with or without cause by the affirmative vote of [[two-thirds (2/3)]] of the directors then in office, provided that the director is given reasonable notice and opportunity to be heard.
Section 5.5. Vacancies. Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors. A director elected to fill a vacancy shall serve for the unexpired term of the predecessor.
Section 5.6. Regular and Annual Meetings. The Board shall hold regular meetings at such times and places as the Board may determine, but no less frequently than [[quarterly / monthly]]. The annual meeting for election of directors and officers and such other business as may properly come before it shall be held in [[Month]] of each year or on such other date as the Board may designate.
Section 5.7. Special Meetings. Special meetings may be called by the Board Chair or by any [[two (2)]] directors. Notice of special meetings shall be given at least [[forty-eight (48) hours]] in advance (or such longer period as required by state law) and shall state the purpose of the meeting.
Section 5.8. Notice. Notice of any meeting may be given in person, by telephone, by electronic mail, or by any other means permitted by state law. Notice shall be deemed given when sent.
Section 5.9. Quorum and Voting. A majority of the directors then in office shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board, unless a greater number is required by law, the Articles, or these Bylaws. Directors may not vote by proxy.
Section 5.10. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action is signed (including by electronic signature or email confirmation) by all directors then in office. Such consent shall have the same force and effect as a unanimous vote.
Section 5.11. Meetings by Electronic Means. Directors may participate in any meeting by conference telephone, video conference, or other electronic means by which all persons participating can hear each other simultaneously. Participation by such means shall constitute presence in person at the meeting.
Section 5.12. Compensation. Directors shall serve without compensation for their service as directors. Directors may be reimbursed for reasonable expenses incurred in connection with Board service, subject to the expense reimbursement policy. Nothing in these Bylaws shall be construed to preclude a director from serving the Corporation in another capacity and receiving compensation for such service, provided that any such arrangement is approved in accordance with the Conflict of Interest Policy.
Article VI - Officers
Section 6.1. Officers. The officers of the Corporation shall be a Chair, a Vice Chair (optional), a Secretary, a Treasurer, and such other officers as the Board may from time to time elect. One person may hold more than one office, except that the Chair and Secretary shall not be the same person.
Section 6.2. Election and Term. Officers shall be elected by the Board at the annual meeting or as soon thereafter as practicable. Officers shall serve one-year terms and may be re-elected.
Section 6.3. Duties.
- Chair. The Chair shall preside at all meetings of the Board, serve as the primary liaison with the Executive Director, and perform such other duties as the Board may prescribe.
- Vice Chair. The Vice Chair shall perform the duties of the Chair in the Chair's absence and such other duties as assigned.
- Secretary. The Secretary shall keep minutes of all Board meetings, maintain corporate records, and perform other duties incident to the office.
- Treasurer. The Treasurer shall oversee the financial affairs of the Corporation, present financial reports to the Board, chair the Finance Committee if one exists, and perform other duties incident to the office.
Section 6.4. Resignation and Removal. Any officer may resign or be removed by the Board in the same manner as directors.
Article VII - Committees
Section 7.1. Standing Committees. The Board may establish standing committees including, but not limited to, Executive, Finance & Audit, Governance, and Development. Each standing committee shall have a charter approved by the Board.
Section 7.2. Committee Composition. Committees shall consist of at least two (2) directors. The Board may appoint non-directors to committees in an advisory or non-voting capacity. The Board Chair shall appoint committee chairs, subject to Board confirmation.
Section 7.3. Authority. Committees may make recommendations to the Board but shall not have authority to bind the Corporation except to the extent expressly delegated by Board resolution and permitted by state law. The Executive Committee (if created) may act on behalf of the Board between meetings on matters requiring urgent action, subject to ratification at the next Board meeting.
Article VIII - Executive Director and Staff
Section 8.1. Executive Director. The Board shall hire an Executive Director (or equivalent title) who shall be the chief executive officer of the Corporation. The Executive Director shall be responsible for the day-to-day management of the Corporation, implementation of Board policies, hiring and supervision of staff, and such other duties as the Board may prescribe. The Executive Director shall attend Board meetings ex officio (without vote) unless the Board determines otherwise for executive session.
Section 8.2. Evaluation. The Board shall conduct an annual performance evaluation of the Executive Director and shall set compensation in accordance with the compensation policy and Conflict of Interest Policy.
Section 8.3. Staff. The Executive Director may hire, supervise, and (subject to any Board-approved policies) terminate other staff as needed to carry out the mission.
Article IX - Conflict of Interest
The Board shall adopt and maintain a Conflict of Interest Policy that complies with applicable law and the requirements for tax-exempt organizations. Every director, officer, and key employee shall annually complete a disclosure statement. A director with a conflict shall disclose the conflict and recuse from discussion and voting on the matter, except as otherwise provided in the policy or by law.
Article X - Indemnification and Insurance
The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by the law of the State of [[State]]. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent against any liability asserted against such person and incurred in such capacity.
Article XI - Fiscal Matters
Section 11.1. Fiscal Year. The fiscal year of the Corporation shall be [[July 1 - June 30 / calendar year / other]].
Section 11.2. Contracts and Instruments. The Board may authorize any officer or agent to enter into contracts or execute instruments on behalf of the Corporation. Such authority may be general or limited.
Section 11.3. Checks and Deposits. All checks, drafts, or orders for payment of money shall be signed by such officer(s) or agent(s) as the Board shall from time to time designate. All funds shall be deposited to the credit of the Corporation in such banks or depositories as the Board may select.
Section 11.4. Loans. No loans shall be made by the Corporation to any director or officer.
Section 11.5. Annual Financial Review. The Board shall cause the financial records of the Corporation to be reviewed or audited annually in accordance with any applicable legal or funder requirements. The Board shall review and accept the audited or reviewed financial statements.
Article XII - Records and Reports
The Corporation shall keep at its principal office correct and complete books and records of account, minutes of Board and committee meetings, and a record of the names and addresses of current directors. Such records shall be open to inspection by any director at reasonable times. The Corporation shall file all required federal, state, and local reports and returns, including the annual information return (Form 990 or 990-EZ) when required.
Article XIII - Amendment
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of at least [[two-thirds (2/3)]] of the directors then in office at any regular or special meeting, provided that notice of the proposed amendment(s) has been given at least [[ten (10) days]] in advance of the meeting (or such longer notice as required by state law).
Article XIV - Dissolution
Upon dissolution of the Corporation, after paying or making provision for the payment of all liabilities, the remaining assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or to the federal government or a state or local government for a public purpose, as the Board shall determine. No private individual shall receive any distribution upon dissolution.
Certification
I, the undersigned, certify that I am the duly elected and acting Secretary of [[Organization Legal Name]] and that the foregoing Bylaws constitute the Bylaws of the Corporation as duly adopted by the Board of Directors on [[Adoption Date]].
_______________________________
[[Secretary Name]], Secretary
Date: ________________
Board Adoption Resolution (to be used when adopting)
RESOLVED, that the Bylaws of [[Organization Legal Name]] in the form presented to this meeting are hereby adopted as the Bylaws of the Corporation, and the Secretary is directed to insert a copy in the minute book of the Corporation.
Adopted this [[Date]] by the Board of Directors.
This is a draft template only. State law requirements for notice, quorum, electronic actions, number of directors, officer titles, and dissolution vary. Certain states have additional provisions for public benefit corporations or charitable trusts. Tailor to your Articles of Incorporation and obtain legal review before adoption. Current as of June 2026.
(End of bylaws draft - 210+ lines.)
