Non-Profit Bylaws - Online Template Form - Word and PDF Pro · US-law
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BYLAWS OF ________
A Nonprofit Corporation organized under the laws of the State of ________
RECITALS
The name of this nonprofit corporation is ________ (the “Corporation”). The Corporation is organized under and shall be governed by the Nonprofit Corporation Act of the State of ________, as amended (the “Act”), and these Bylaws. The Corporation is not organized for profit or for the personal financial gain of any person. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), or the corresponding provisions of any future federal tax law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code. The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office, and no substantial part of its activities shall consist of carrying on propaganda or otherwise attempting to influence legislation except as permitted under Section 501(h) of the Code. The Corporation is organized exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Code.
ARTICLE I. MEETINGS OF THE BOARD
§ 1. Annual Meetings. An annual meeting of the Board of Directors shall be held once each calendar year for the purpose of electing directors and officers and transacting 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.
(a) The following order of business shall be addressed during the annual meeting unless the Board of Directors determines otherwise by written notice:
(i) Election of directors and officers;
(ii) Review of the annual report;
(iii) Review and reconciliation of the financial statements; and
(iv) Any other business as may be properly brought before the meeting.
(b) Unless it falls on a legal holiday or is otherwise designated by the Board of Directors by written notice, the Board shall hold its annual meeting on ________ of each year. If such date falls on a legal holiday, the Board shall select an alternate date and provide written notice at least two (2) weeks in advance of the meeting.
§ 2. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any member of the Board of Directors. A special meeting is not required to be held at a geographic location if the meeting is held by means of teleconference, videoconference, or other form of electronic communication in a manner pursuant to which all directors have the opportunity to read and/or hear the proceedings substantially concurrently with the occurrence of the proceedings, raise points on matters submitted to the directors, pose questions, and make any desired comments. Participation by such means shall constitute presence in person at the meeting.
§ 3. Notice. Written notice of all regular meetings shall be provided not less than the following period in advance: ________. Written notice of all special meetings shall be provided not less than the following period in advance: ________. The notice shall state the date, time, and place of the meeting and, in the case of a special meeting, the purpose for which the meeting is called. Such notice shall be delivered to each director of record at the address shown on the corporate records. Notice shall be deemed effective when deposited in the United States mail, properly addressed, with first-class postage prepaid, or when transmitted electronically to the address on file for such director. A director may waive notice of any meeting before or after the meeting, and attendance at a meeting shall constitute a waiver of notice except where a director attends solely to object to the transaction of business on the ground that the meeting was not lawfully called or convened.
§ 4. Quorum. A quorum of the Board of Directors shall consist of ________% of the directors then in office. In the absence of a quorum, a majority of the directors present may adjourn and reschedule the meeting to another time without further notice. If a quorum is present at a rescheduled meeting, any business may be transacted that might have been transacted at the meeting as originally scheduled. The directors present at a duly convened meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of directors leaving fewer than a quorum.
§ 5. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote and shall be filed with the minutes of the proceedings of the Board. Such consent may be delivered by electronic transmission to the extent permitted by the Act.
ARTICLE II. BOARD OF DIRECTORS
§ 6. Role of Directors. The affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall have all powers and authority granted to it under the Act, the Articles of Incorporation, and these Bylaws, whether exercised directly or by delegation.
§ 7. Number of Directors. The Corporation shall be managed by a Board of Directors consisting of ________ directors, provided that the number of directors shall in no event be fewer than the minimum required by the Act.
§ 8. Election and Term of Office. The directors shall be elected by a majority vote at the annual meeting. Each director shall serve a term of ________, or until a successor has been duly elected and qualified, whichever is later, unless the director sooner resigns or is removed.
§ 9. Dues. Each member of the Board of Directors shall pay annual dues at the annual meeting, for each year that the director serves on the Board, in the amount of $________ (________).
§ 10. Compensation. Directors may receive reasonable compensation for services rendered to the Corporation as established by resolution of the Board of Directors at the annual meeting, provided that any such compensation shall be reasonable in amount and consistent with the requirements of Section 501(c)(3) of the Code and the prohibition on private inurement. Nothing herein shall preclude reimbursement of reasonable expenses incurred in the performance of a director's duties.
§ 11. Quorum. A quorum of the Board of Directors shall consist of ________% of the directors then in office.
§ 12. Conflicts of Interest. A director who has a direct or indirect interest in a matter before the Board shall disclose such interest and shall not be counted in determining the presence of a quorum nor be entitled to vote on the matter giving rise to such conflict. Each director shall comply with any written conflict-of-interest policy adopted by the Board. No transaction shall be void or voidable solely because of such interest if the material facts are disclosed and the transaction is approved by the disinterested directors in good faith and is fair to the Corporation.
§ 13. Regular Meetings. The Board of Directors shall meet immediately following its election for the purpose of electing officers, appointing committee chairpersons, and 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 such resolution.
§ 14. Special Meetings. Special meetings of the Board may be called by the President or by any member of the Board of Directors upon not less than two (2) weeks' written notice by United States mail, effective when mailed, or by electronic transmission. Minutes of the meeting shall be furnished to the Board of Directors within two (2) weeks after the meeting. A special meeting is not required to be held at a geographic location if the meeting is held by means of the internet or other electronic communication in a manner pursuant to which all directors have the opportunity to read and/or hear the proceedings substantially concurrently with the occurrence of the proceedings, comment on matters submitted to the directors, pose questions, and make comments.
§ 16. Vacancies and Removal. Any director may be removed, with or without cause, at a meeting called for that purpose, in accordance with the Act. Any vacancy on the Board of Directors, whether arising by death, resignation, removal, increase in the number of directors, or otherwise, may be filled by a majority vote of the remaining directors then in office, even if less than a quorum. A director elected to fill a vacancy shall serve the unexpired term of the predecessor or until a successor has been duly elected and qualified. If all directors resign or are removed, any officer may call a special meeting for the purpose of electing a new director or Board of Directors.
§ 17. Resignation. A director may resign from the Board at any time by delivering written notice of resignation to the Board of Directors, the President, or the Secretary. Such resignation shall be effected in the following manner and shall be effective upon receipt unless a later effective date is specified therein:
________
§ 18. Committees. To the extent permitted by the law of the State of ________, the Board of Directors may, by resolution adopted by a majority of the directors in office, appoint from among its members one or more committees, temporary or permanent, and designate the duties, powers, and authority of such committees. Each committee shall have a specified purpose, and the Board, in creating a committee, shall outline its parameters, including, without limitation, meetings, notice, quorum requirements, and all other applicable procedures. No committee shall have the authority to take any action that is reserved to the full Board by the Act.
ARTICLE III. OFFICERS
§ 19. Number of Officers. The officers of the Corporation shall consist of (1) a President, (2) one or more Vice Presidents, (3) a Treasurer, and (4) a Secretary. Two or more offices may be held by the same person, except that the President shall not concurrently serve in another office.
§ 20. Officer Roles. The officers shall have the following responsibilities:
President/Chairperson. The President shall be the chief executive officer of the Corporation, shall preside over all meetings of the Board of Directors and its Executive Committee (if any), shall sign all corporate documents unless that responsibility is delegated to another officer, and shall direct the creation and implementation of resolutions of the Board.
Vice President(s). The Vice President(s) shall perform the duties of the President in the President's absence or incapacity and shall assist the President in the performance of the President's duties.
Secretary. The Secretary shall provide notice of all meetings to the Board of Directors, maintain an updated list of the membership of the Board of Directors, keep and organize minutes for all regular and special meetings, and certify and maintain the official records and corporate seal of the Corporation.
Treasurer/Chief Financial Officer. The Treasurer shall conduct the financial affairs of the Corporation as directed by the Board of Directors, shall have custody of corporate funds, and shall prepare and present reports regarding corporate finances as required, but no less often than at the annual meeting of the Board of Directors.
§ 21. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting of the Board immediately following the annual meeting. Each officer shall serve a term of ________, or until a successor is duly elected and qualified, unless the officer sooner resigns or is removed.
§ 22. Compensation. Each officer may receive reasonable compensation for services rendered to the Corporation, as established by resolution of the Board of Directors at the annual meeting, provided that any such compensation shall be reasonable in amount and consistent with the requirements of Section 501(c)(3) of the Code and the prohibition on private inurement.
§ 23. Vacancies and Removal. The Board of Directors shall have the power to remove any officer or agent of the Corporation, with or without cause, whenever in its judgment the best interests of the Corporation will be served thereby. Any vacancy occurring for any reason may be filled by the Board of Directors.
ARTICLE IV. CORPORATE SEAL AND EXECUTION OF INSTRUMENTS
§ 24. Corporate Seal. The Corporation may have a corporate seal, which, if adopted, shall be affixed to all mortgages, deeds, and other instruments affecting or relating to real estate. The absence of a corporate seal shall not affect the validity of any instrument.
§ 25. Instruments. All instruments executed on behalf of the Corporation that are required to be acknowledged and that affect an interest in real estate shall be executed by the President or another director. All other instruments executed by the Corporation, including a release of mortgage or lien, may be executed by the President. Notwithstanding the foregoing, any written instrument may be executed by such officer(s) or agent(s) as may be specifically designated by resolution of the Board of Directors.
ARTICLE V. BOOKS, RECORDS, AND FISCAL YEAR
§ 26. Books and Records. The Corporation shall keep correct and complete books and records of account and shall maintain minutes of the proceedings of its Board of Directors and of any committee having the authority of the Board of Directors. The Corporation shall keep at its principal office a copy of its Articles of Incorporation, these Bylaws, and such other records as are required by the Act. All books and records of the Corporation may be inspected by any director, or the director's agent or attorney, for any proper purpose at any reasonable time.
§ 27. Fiscal Year. The fiscal year of the Corporation shall be determined by resolution of the Board of Directors and shall be: ________.
§ 28. Loans. 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 of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to any of its directors or officers, and any director or officer who participates in the making of such a loan shall be liable to the Corporation to the extent provided by the Act.
§ 29. Tax Records and Returns. The Corporation shall file all returns and reports required by federal and state law, including, without limitation, the appropriate annual information return (IRS Form 990, 990-EZ, or 990-N) with the Internal Revenue Service and any required annual report or registration with the Secretary of State and the appropriate charitable-solicitation regulator of the State of ________.
ARTICLE VI. CONFLICT OF INTEREST AND PROHIBITED TRANSACTIONS
§ 30. Conflict-of-Interest Policy. The Board of Directors shall adopt and maintain a written conflict-of-interest policy consistent with Section 4958 of the Code and the regulations thereunder governing excess-benefit transactions. Each director and officer shall annually disclose in writing any actual or potential conflicts of interest.
§ 31. Private Inurement and Private Benefit. No part of the net earnings or assets of the Corporation shall inure to the benefit of, or be distributable to, any director, officer, member, or other private individual, except that the Corporation may pay reasonable compensation for services actually rendered and may make payments and distributions in furtherance of its exempt purposes as set forth in the Recitals.
ARTICLE VII. INDEMNIFICATION
§ 32. Indemnification of Directors and Officers. Any director or officer who is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that the person is or was a director or officer of the Corporation shall be indemnified and held harmless by the Corporation against expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, to the fullest extent permitted by the Act as it now exists or may hereafter be amended to broaden such rights.
§ 33. Indemnification of Employees and Agents. Any employee or agent who is made or threatened to be made a party to any proceeding by reason of work performed for the Corporation shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Act as it now exists or may hereafter be amended to broaden such rights.
§ 34. Advancement of Expenses and Insurance. The Corporation may advance reasonable expenses incurred in defending any proceeding in accordance with the Act, subject to receipt of an undertaking to repay such amounts if it is ultimately determined that the person is not entitled to indemnification. The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent against any liability asserted against such person in any such capacity. No indemnification shall be made for any liability arising from acts or omissions inconsistent with the requirements of Section 501(c)(3) of the Code.
ARTICLE VIII. AMENDMENTS
§ 35. Amendment of Bylaws. These Bylaws may be altered, amended, or repealed, and new Bylaws adopted, by the affirmative vote of ________ of the directors then in office at any regular or special meeting at which a quorum is present, provided that written notice of the proposed amendment is given in the notice of the meeting. No amendment shall be adopted that would cause the Corporation to lose its status as an organization exempt from federal income tax under Section 501(c)(3) of the Code.
ARTICLE IX. DISSOLUTION
§ 36. Dissolution Procedure. The Corporation may be dissolved only with the authorization of the Board of Directors given at a special meeting called for that express purpose, followed by the affirmative vote of not less than two-thirds (2/3) of the directors then in office, and otherwise in accordance with the Act.
§ 37. Liabilities. Upon dissolution, all liabilities and obligations of the Corporation shall be paid, satisfied, and discharged, or adequate provision shall be made therefor.
CERTIFICATION
I, ________, President of ________, hereby certify that the foregoing is a true and correct copy of the Bylaws of the above-named Corporation, duly adopted by the Initial Board of Directors on ________.
_________________________________
Signature of President
________, President
Date: ________
Attested by:
_________________________________
Signature of Secretary
________, Secretary
Date: ________
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