Bylaws template member based

This section of the bylaws template also addresses the number of terms each director may serve and whether there are any qualifications such as age or abilities required for serving as a director. Within these limits, the board may increase or decrease the number of directors serving on the board, including for the purpose of staggering the terms of directors. In order to be eligible to serve as a director, the individual must be 18 years of age and an affiliate within affiliate classifications created by the board.

Directors may be elected at any board meeting by the majority vote. The election of directors to replace those who have fulfilled their term of office shall take place in January of each year. Directors shall receive no compensation for carrying out their duties as directors.

The board may adopt policies providing for reasonable reimbursement of directors for expenses incurred in conjunction with carrying out board responsibilities, such as travel expenses to attend board meetings. Directors are not restricted from being remunerated for professional services provided to the corporation.

Such remuneration shall be reasonable and fair to the corporation and must be reviewed and approved in accordance with the Conflict of Interest policy and state law.

Most nonprofit organizations will form committees from time to time for specific tasks such as researching a new project or giving out scholarships and grants. This is why you spell out committees responsibilities, manner of acting , and general guidelines in your nonprofit bylaws to avoid cats and dogs fights, when they should be concentrating on the task at hand. You may add to this section of the nonprofit bylaws template based on your requirements but read the sample here and then decide.

The board of directors may, by the resolution adopted by a majority of the directors then in office, designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Any committee, to the extent provided in the resolution, shall have all the authority of the board, except that no committee, regardless of resolution, may:.

Meetings and action of the committees shall be governed by and held and taken in accordance with, the provisions of Article IV of these Bylaws concerning meetings of the directors, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular meetings of committees may be determined either by resolution of the board or by resolution of the committee.

Special meetings of the committee may also be called by a resolution. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The governing body may adopt rules for the governing of the committee not inconsistent with the provision of these Bylaws. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum.

For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board to use email to approve actions, as long as a quorum gives consent. In a nonprofit organization you have two distinctive classes of officials who run the organization.

The main body is called the Board of Directors whose task is hiring, firing, and legislative activities with no pay and pension. This class cannot be compensated for any reason for their board duties. I repeat it again because this is of utmost importance.

Nonprofit board members CANNOT be compensated for their official duties or you will lose your tax exempt status and your bylaws should address it accordingly.

Almost every State requires you to have a minimum of three directors officers whose legal titles should be:. This is the minimum and should be set in the bylaws. You may add to this list but you may not subtract, this is not optional so refrain from doing so. On the other hand, non-director officers of the organization are tasked with carrying out the legislation set by the governing body and they run the day-to-day business of the organization.

Based on the availability of resources, such officers may include:. The salary and compensation of such officers are set by the governing body and they have no voting power in a nonprofit organization. The officers of the corporation shall be a president, vice-president, secretary, and treasurer, all of whom shall be chosen by, and serve at the pleasure of, the board of directors.

Each officer shall have the authority and shall perform the duties set forth in these Bylaws or by resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers. The board may also appoint additional vice-presidents and such other officers as it deems expedient for the proper conduct of the business of the corporation, each of whom shall have such authority and shall perform such duties as the board of directors may determine.

One person may hold two or more offices, but no officer may act in more than one capacity where action of two or more officers is required. Each officer shall serve a one-year term of office and may not serve more than three 3 consecutive terms of office.

The board of directors may remove an officer at any time, with or without cause. Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

Any resignation shall take effect at the date of the receipt of the notice or at any later time specified in the notice, unless otherwise specified in the notice. The acceptance of the resignation shall not be necessary to make it effective. The president shall be the chief volunteer officer of the corporation. The president shall lead the board of directors in performing its duties and responsibilities, including, if present, presiding at all meetings of directors, and shall perform all other duties incident to the office or properly required by the board.

In the absence or disability of the president, the ranking vice-president or vice-president designated by the board shall perform the duties of the president. When so acting, the vice-president shall have all the legal powers of and be subject to all the restrictions upon the president. The vice-president shall have such other powers and perform such other duties prescribed for them by the board or the president.

The secretary shall keep or cause to be kept a book of minutes of all meetings and actions of directors and committees of directors. The minutes of each meeting shall state the time and place that it was held and such other information as shall be necessary to determine the actions taken and whether the meeting was held in accordance with the law and these Bylaws. The secretary shall cause notice to be given of all meetings of directors and committees as required by the Bylaws.

The secretary shall have such other powers and perform such other duties as may be prescribed by the board or the president. The secretary may appoint, with approval of the board, a director to assist in performance of all or part of the duties of the secretary. The treasurer shall be the lead director for oversight of the financial condition and affairs of the corporation.

The treasurer shall oversee and keep the governing body informed of the financial condition of the corporation and of audit or financial review results. In conjunction with other directors or officers, the treasurer shall oversee budget preparation and shall ensure that appropriate financial reports, including an account of major transactions and the financial condition of the corporation, are made available to the board on a timely basis or as may be required by the board.

The treasurer shall perform all duties properly required by the board or the president. The treasurer may appoint, with approval of the board a qualified fiscal agent or member of the staff to assist in performance of all or part of the duties of the treasurer.

The board of directors may designate additional officer positions of the corporation and may appoint and assign duties to other non-director officers of the corporation.

In every nonprofit organization there will be business dealings with the outside world and these business dealings should be done in a manner that does not jeopardize the tax exempt status of the organization. Most common pitfall of any nonprofit is insider transactions such as loans and transactions between members, officers, or trustees. Contrary to for-profit entities, you absolutely should not conduct any business with your directors, members if any or officers.

As for the indemnification, corporations including nonprofit corporations enjoy benefits that include shielding its governing body from legal actions brought upon the corporation to certain extent. In this sample section, we can see that the nonprofit bylaws of the organization indemnifies such acts and proceedings. Please do not change anything in this section of the nonprofit bylaws template.

Except as otherwise provided by resolution or policy of the board, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the corporation has delegated authority to execute such documents in accordance with policies approved by the board. All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by a resolution.

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depository as the governing body or a designated committee may select. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the board.

Such authority may be general or confined to specific instances. This section of the bylaws template is self explanatory and as for the fiscal year, you have free rein to choose as you please your requirements. In general, most nonprofits opt to have their fiscal year end with calendar year but certain organizations such as schools and educational organizations who run their programs throughout the school calendar may choose to end their fiscal year midyear to coincide with the school calendar.

The most important section of this article of the bylaws is the books and record keeping section. Please read through the requirements for books and record keeping of nonprofit c3 organizations as we will address them in detail further down in the document retention policy. The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of its board, a record of all actions taken by board of directors without a meeting, and a record of all actions taken by committees of the organization.

The officers, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.

This bylaws sample section should be absolutely included and specifically more so for nonprofits who will or may operate in a foreign country or countries. Failure to do so will get you in deep trouble with the Department of Treasury. As I mentioned before, you are required by law as a tax exempt organization to keep records of your documents and disclose them for public inspection at any time.

Failure to do so has severe fines and punishments from the IRS. Do not skip this article and include it as it is in your bylaws. You should also read the articles under the IRS compliance section for further information.

Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors. That exception supersedes any previously or subsequently established destruction schedule for those records.

Corporate Documents. 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. While corporate bylaws may differ based on the size and type of the corporation, they generally cover the same points, including:. Corporate bylaws are not the same as articles of incorporation , which is a document filed with the Secretary of State that indicates an intent to incorporate a business within that state.

In general, most corporations will have both documents. You should use a corporate bylaws template if you plan on incorporating your business. However, bylaws do have to address incorporation standards mandated by the state, such as the number of board directors or how bylaws can be amended. For example, California has no strict specification for what has to be written in corporate bylaws.

However, a company incorporated in California with more than three shareholders is required to have at least three directors for its board, which must be noted in the company bylaws.

A company incorporated as a C corporation, or C corp, is taxed separately from its shareholders, but also retains its profits and losses independently. The IRS considers the C corp as the default standard for corporations. However, other types of business entities also have to produce their own bylaws. While S corporations, or S corps, are different business entities than C corporations, they are subject to the same corporate bylaw requirements.

Company bylaws for both types of corporations are state-mandated management guidelines that are written to protect the shareholders and the board of directors from liabilities.

Much like bylaws, the document outlines how the LLC is organized and operated, along with the member responsibilities. Despite the difference in name, LLC operating agreements are legally binding documents that protect business owners and interests. A properly written corporate bylaws template will address main points common to most corporations, but they do involve more technical terms that are usually included.

One of the first tasks in incorporating a company is to decide on an available name. Many state business filing websites include a free search function where you can check if your desired business name is already taken. Shareholders are essentially the owners of a corporation, so the details of the annual meeting should be included to facilitate the voting process.

In addition to a list of stockholders, the bylaws should also outline their voting rights and the quorum minimum number of members present necessary to vote on matters.

The board of directors is responsible for writing the corporate bylaws, and must also lay out the appointment process for its members, including:.