Bylaws of a non profit organization template

Business shall be conducted using Roberts Rules of Order to the extent that procedure is not inconsistent with the governing law or documents of DCEF. Section 1. Directors shall have interest in promoting and enhancing primary and secondary education and introducing and supporting innovative programs to improve primary and secondary education in the Downingtown Area School District. Directors may be re-elected. Directors shall be installed at the initial meeting and in all other cases during the annual meeting of the Board.

Initial Directors shall be elected by the incorporators at a meeting held to organize the corporation. Unless otherwise arranged, the annual meeting shall be held in September of each year. Ex-officio members will not have voting rights and shall not count for determining a quorum.

In addition, the Board of Directors may establish honorary directors that will serve in the same capacity as ex-officio members.

Vacancies Upon recommendation of the Executive Committee, the Board, by a majority vote of the members may fill any vacancy that shall occur on the Board.

The person or persons so elected shall serve for the balance of the term for such position. Section 6. Quorum A majority of the current members of the Board shall constitute a quorum. A quorum shall be present for the Board to conduct business. A majority vote by members present shall determine action except as otherwise provided by these Bylaws.

Section 7. Meetings The Board of Directors shall meet quarterly. Special meetings shall be held upon the call of the President, or upon written request of two members of the Board of Directors.

The purpose of any special meeting shall be set forth in the request for the meeting. The minutes of all Board meetings, including notice of the date of the next meeting, shall be provided to all members of the Board. Meetings of the Board of Directors may be held by conference call or similar arrangement provided a quorum of the Board participates and all participating members can hear each other. The officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the Board of Directors,.

The President shall appoint members of the Board of Directors to the standing committees and to other committees as needed. Secretary: The Secretary shall act as clerk during meetings of the Board and keep minutes and record all votes in books belonging to DCEF. The Seretary shall perform like duties for meetings of the Executive Committee and other standing committees. Treasurer: The Treasurer shall have custody of the corporate funds and shall keep accurate records of receipts and disbursements in books belonging to DCEF.

The Treasurer shall disburse funds of the corporation as directed by the Board and shall, in addition to the Executive Directors or President, sign all checks. The Treasurer shall be bonded in an amount determined by the Board and commensurate with the amount of funds handled. Nomination of Officers The Nominations Committee shall present a group of candidates for election as officers annually to the Board of Directors who shall elect the officers.

The members of the Board of Directors may nominate other candidates. When more than one candidate is nominated for an office, the election for that office shall be by secret ballot. Vacancies Upon recommendation of the Executive Committee, the Board, by a majority vote of the members may fill any vacancy that shall occur in any office. The person so elected shall serve for the balance of the term for that office. Removal from Office The Board of Directors shall the power to remove any officer for cause.

This committee shall govern the corporation between meetings of the Board of Directors. Quorum and Meetings A majority of the members of the Executive Committee shall comprise a quorum. A quorum must participate in meetings of the Executive Committee to conduct business. Meetings shall be held when needed and shall be conducted consistent with Article VI Section 6. Nominations Committee The Nominations Committee shall be a standing committee. The board of directors, tasked with setting policies and overseeing the nonprofit, will follow the rules and procedures outlined in the bylaws.

Some states require nonprofits to have bylaws, but it's a good idea to have them even where not required. Bylaws can help directors run your organization, resolve conflicts among directors, and demonstrate to the public and the IRS that your organization is responsibly managing donations to further the nonprofit's charitable mission.

Your bylaws will provide basic information about your organization and the rules that will govern your board of directors. Although the law does not require nonprofits to include any specific provisions, you should address the following to give your board adequate guidance to run the organization:.

Review your state's nonprofit laws to make sure your bylaws are in compliance. For instance, many states require nonprofits to have a minimum of three directors, as well as a president, secretary, and treasurer. When your bylaws do not address an issue that is addressed by state law, your nonprofit must follow the laws of your state.

For example, your state might provide that directors serve for terms of one year unless the bylaws provide otherwise. If your bylaws are silent on the matter of terms, by default your directors will have one-year terms; but if you wish, you can use the bylaws to set a different term. Many nonprofits pursue c 3 tax-exempt status , which allows organizations to avoid certain corporate, sales, and property taxes.

Tax-exempt status is granted by the IRS, which does not directly require nonprofits to include specific provisions in their bylaws. However, when you apply for tax exemption, the IRS will look at your bylaws to determine if your nonprofit meets the legal requirements for exemption.

By addressing the following provisions in your bylaws, you will increase your organization's likelihood of gaining c 3 status:. Your bylaws should address only basic information about your organization and an overview of board procedures, and not the specifics of your day-to-day operations. Do not include rules that will be difficult for your board to follow which they'll want to change or procedures that will change frequently, because changing bylaws isn't simple—you must follow legal rules to amend your bylaws as discussed below.

For example, instead of stating the time and address of your board meetings, you can simply state that your board will meet once a month at an agreed-upon location. You might include general descriptions of officer positions that will stay the same throughout the life of the nonprofit, but avoid listing employee positions, which are likely to change.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it. Back to top. Home Documents. Non-Profit Bylaws. Formats Word and PDF. Size 6 to 9 pages. Rating 4. How does it work? Corporate records should be retained permanently. IRS regulations require that the Form be available for public inspection upon request as set forth in these bylaws.

Tax Records. Tax records should be retained for at least seven years from the date of filing the applicable return. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes.

Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years. Board and Committee Materials.

A clean copy of all other Board and Committee materials should be kept for no less than three years by the corporation. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.

Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.

Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

Development documents are often subject to intellectual property protection in their final form e. The documents detailing the development process are often also of value to the corporation and are protected as a trade secret where the corporation derives independent economic value from the secrecy of the information; and has taken affirmative steps to keep the information confidential.

The corporation should keep all documents designated as containing trade secret information for at least the life of the trade secret. Final, execution copies of all contracts entered into by the corporation should be retained.

The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years. Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks unless for important payments and purchases should be kept for three years.

Any inventories of products, materials, and supplies and any invoices should be kept for seven years. Expired insurance policies, insurance records, accident reports, claims, etc. Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

As mentioned above, to avoid jeopardizing your tax exemption status you have to disclose your financial information such as IRS Annual Information Returns Form , and board meeting minutes. You also need to specify the means and conditions of this disclosure in the bylaws. For example if John Doe contacts your organization and requests to see the previous three years copies of your Form , you should be able to provide him without delay or fuss the requested documents through the medium that is set forth here.

As seen in this section of the nonprofit bylaws template, the best and most sensible way to comply with such requests is making available your organizing documents, financial data, and board minutes through your website Upload as PDF file to facilitate these requests and avoid harsh penalties from the IRS for non-compliance.

There are many tax exempt organizations who refuse to make available these documents and resources for one or another reason, but mainly because they are not aware of their legal duties. This holds true for churches who have applied for tax exemption. See the sample policy in the bylaws template below on how to answer this part.

This policy will:. This section of the bylaws deals with safeguards and means to put in practice a working whistle blower policy to ensure transparency, productivity, and IRS compliance.

Following the nonprofit bylaws template, here you make it the duty of your officers or employees to report violations of these bylaws and to bring forward potentially harmful dealings of other members, officers or employees who may harm or jeopardize your tax exempt status. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

The support of all corporate staff is necessary to achieving compliance with various laws and regulations. Anyone filing a complaint concerning a violation or suspected violation must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be subject to civil and criminal review.

The protection described below is only available to individuals that comply with this requirement. Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. The president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days.

All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation. This policy shall be made available to all directors, officers, staffs or employees through these bylaws and they shall have the opportunity to ask questions about the policy.

From time to time you may need to amend your Nonprofit Articles of Incorporation with your respective State, or these bylaws and this is done through holding a board meeting.

This section specifies the manner and number of directors who should be present to adopt such changes before filing your amendment. Please include it as it is. These Bylaws may be amended, altered, repealed, or restated by a vote of the majority of directors then in office at a meeting of the Board, provided, however,.

The main job of the corporate secretary is to take board meeting minutes and certify adopted resolution and documents. Only the secretary of the organization should sign this section. There is absolutely no reason to have every board member sign this document as it will make it very difficult for future amendments.

A nonprofit bylaws is an important and vital document that should not be overlooked. I have given you my years of knowledge and experience dealing with tax exempt nonprofit organizations and have combined these tips and tricks here for you in form of samples, examples, and templates so you can achieve your nonprofit dream.

The purpose of the Bylaws is establishment of rules or set of laws by an organization, whether a for-profit or non-profit, to control its members. Bylaws dictate the degree of control that an organization can have and how it should be enforced.

Bylaws are the constitution of an entity. How about bylaws for a church or bylaws for organizations with members? The above bylaws can be used for a church and organizations with members.

The only section that should be changed is the Article III. If a church has no voting members then there is nothing to change, however if you for some odd reason decide to have voting members, you should change the content of Article III of the church bylaws or any organization with members for that matter to include your bylaws membership information. That includes their powers, dues, and manner of election or selection. Nonprofit Bylaws for organizations with members should include your state laws governing nonprofit membership.

No, bylaws of nonprofits are not public records, and there are no requirements to make the bylaws public either. However c3 nonprofits should absolutely make their governing documents public as they should contain compliance policies. Nonprofits can change their bylaws at any time by following their governance voting mechanism. Whether they are board-driven or member-driven organizations, usually a simple majority vote suffices for changing of bylaws. Yes, exempt organizations are required to disclose significant changes to their bylaws with the IRS at the time of filing their form using the schedule O as in Omaha.

Either bylaws or by-laws are accepted terms to refer to the codes and regulation document.