The following bylaws are intended only as a sample.
This sample shares some general and common components of bylaws, yet each component should be considered as a general idea of what other organizations have considered in their by-laws.
It is important to seek professional legal guidance on proper composition and also on specific requirements of the state of incorporation.
SAMPLE BY-LAWS OF
Adopted (Month, day, year)
ARTICLE I – NAME, PURPOSE and GOVERNING INSTRUMENTS
Section 1.1 - NAME
The name of the ORGANIZATION shall be ORGANIZATION. It shall be a nonprofit ORGANIZATION incorporated under the laws of the State of STATE.
Section 1.2 - PURPOSE
ORGANIZATION is organized exclusively for charitable/religious/scientific/education purposes. The purposes of the ORGANIZATION, as set forth in the Articles of Incorporation, are to:
Section 1.3 – GOVERNING INSTRUMENTS
ORGANIZATION shall be governed by its Articles of Incorporation and its Bylaws.:
ARTICLE 2 – MEMBERSHIP
The ORGANIZATION shall have no members. OR Membership shall consist of the board of directors. OR Other description of membership.
ARTICLE 3 – BOARD OF DIRECTORS
The purposes and affairs of ORGANIZATION, as stated in the Articles of Incorporation, shall be managed and controlled by the Board of Directors (herein, the “Board of Directors”, or the “Board” or, individually, “Directors”), which shall be the governing body. The board is responsible for overall policy and direction of the ORGANIZATION (if relevant, and it delegates responsibility of day to day operations to the staff and committees).
Section 3.1 – NUMBER
The Board of Directors shall consist of up to NUMBER and no less than NUMBER persons.
Section 3.2 – QUALIFICTIONS
All Directors must be/must not be….
Section 3.3 - COMPENSATION
Directors receive no compensation other than reimbursement of reasonable expenses relating to the operating of the ORGANIZATION.
Section 3.4 – RIGHTS AND DUTIES
Each Director shall be entitled to one (1) vote on each matter submitted to a vote of the Board. Directors are expected to attend the majority of the Board meetings during their term(s) and to participate in the work of the ORGANIZATION.
Section 3.4 – ELECTION
During the last quarter of each fiscal year of the ORGANIZATION, the board of directors shall elect Directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 3.5 – ELECTION PROCEDURES
New Directors shall be elected by a majority vote of the existing Directors present at such meeting, provided a quorum is present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 3.6 – TERM
There will be # (number) classes of Directors, each class to serve for a term of #(number) years, with the term of office of each class to expire in successive years. A Director may serve no more than two successive # (number) - year terms, but may be considered for reelection after a hiatus of one year. Each Director shall serve until his/her term expires and until his/her successor is duly elected or until his/her earlier death, resignation, or removal.
Section 3.6 – RESIGNATION, TERMINATION, ABSENCES
Resignations must be submitted in writing to the Secretary. Such resignation shall become effective upon acceptance by the Board. A board member shall be terminated from the board due to excess absences, more than # NUMBER unexcused absences from board meetings in a year. A board member may be removed for other reasons by a PERCENTAGE or MAJORITY vote of the remaining directors.
ARTICLE 4 – MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1 – REGULAR MEETINGS
Meetings of the Board shall be fixed by the Chair in consultation with the Board. At the first meeting after the previous year’s end, the Board shall organize itself by electing Directors, as needed, and officers for the coming year. The Board shall conduct a minimum of # NUMBER meetings per year.
Section 4.2 – SPECIAL MEETINGS
Special meetings of the board shall be called upon the request of the Chair or at the request of one third of the Board. Notices of special meetings shall be sent out to each board member at least # NUMBER of days/weeks in advance.
Section 4.3 – MEETING VENUE
One or more Directors may participate in any meeting of the Board or of a committee of the Board via conference telephone, internet service or similar real-time communications equipment by means of which all persons participating in the meeting can speak to and hear each other. Participation in a meeting in this manner by a Director will be considered to be attendance in person for all purposes under these By-Laws.
Section 4.4 – NOTICE
Notice of the place, day and hour of every meeting of the Board shall be given by the Chair or the Secretary to each Director in writing by mail or by e-mail message or by voice telephone call a minimum of NUMBER days before the scheduled meeting. Meeting notices shall contain a description of the business that is proposed to be transacted. The Board may transact any required business at its meeting, whether or not the notice of meeting contains a reference thereto.
Section 4.5 – QUORUM
The number of members needed to constitute a quorum must exceed PERCENT of the number of currently serving Directors. Except where otherwise indicated within these bylaws, Board action is valid and effective with the affirmative vote of PERCENT OR MAJORITY of the Directors present at a meeting.
Section 4.6 – PARLIAMENTARY PROCEDURE
Robert’s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws.
ARTICLE 5 – OFFICERS OF THE ORGANIZATION
The Officers of the ORGANIZATION (herein, the “Officers”) shall be elected from among the members of the Board at its first meeting after the previous year end. Officers shall include a Chair, a Vice Chair, a Secretary and a Treasurer.
Section 5.1 - TERM
The Officers of the ORGANIZATION shall hold office for # NUMBER year (or if elected to fill a vacancy, until the expiration of the term), or until their successors are chosen and qualify in their stead. A Director may not be elected to an office in the year following the completion of three consecutive years in that office. Any Officer may be removed either with or without cause at any time by the affirmative vote of a PERCENTAGE OR MAJORITY of the whole Board of Directors. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of the Board of Directors.
Section 5.2 – THE CHAIR
The Chair’s duties shall include the following: preside at all meetings of the Board; ensure that all orders and resolutions of the Board are carried into effect; approve all contracts and instruments in the name of the ORGANIZATION, and may delegate execution thereof; and exercise such other powers as may be prescribed to the Chair from time to time by the Board. The Chair shall have the general supervision and direction of the other Officers of the ORGANIZATION and shall see that their duties are properly performed. The Chair shall be ex-officio a member of all standing committees and shall have the general duties and powers of supervision and management usually vested in the office of the Chair of the ORGANIZATION.
Section 5.3 – VICE CHAIR
The Vice Chair shall be vested with all powers and required to perform all duties of the Chair in his/her absence or disability and shall perform such other duties as may be prescribed by the Board of Directors.
Section 5.4 – CHAIR PRO TEM
In the absence or disability of the Chair and the Vice Chair, the Board may appoint from their own number a Chair Pro Tem.
Section 5.5 – SECRETARY
The Secretary or his/her delegate shall attend all meetings of the ORGANIZATION and the Board of Directors. The Secretary shall act as clerk thereof and shall keep records of the proceedings of all such meetings together in an orderly fashion. He/she shall see that the ORGANIZATION’s lists, books, reports, and other documents and records are properly prepared, kept and filed, and shall perform such other duties as shall be assigned to the Secretary by the Chair or the Board.
Section 5.6 - TREASURER
The Treasurer shall ensure that all financial matters, budgeting and accounting of the ORGANIZATION are executed properly and timely. The activities under the Treasurer’s oversight and responsibility include the following: custody of the funds and securities of the ORGANIZATION; maintenance of accurate accounts of the receipts and disbursements of funds belonging to the ORGANIZATION; prompt deposit of all moneys and other valuable effects in the name and to the credit of the ORGANIZATION in such depositories as may be designated by the Board of Directors; disbursement of the funds of the ORGANIZATION as ordered by the Board or the Chair; proper documentation supporting all disbursement of funds; provision to the Chair and the Board of Directors, whenever they may require it, an account of all of the financial transactions and the financial condition of the ORGANIZATION; within 60 days after the end of each fiscal year, the production of a report of the ORGANIZATION’s financial condition for the preceding fiscal year which includes a balance sheet, a statement of revenues and expenses and a statement of changes in fund balances; proper and timely filing of tax returns; proper and timely filing of any reports required by outside governmental agencies or regulatory bodies. Such activities may be executed by employees of the ORGANIZATION or by outside service providers, in which case they are to be reported to the Treasurer, who is responsible to make timely reports to the Board. The Treasurer shall perform such other duties as the Board of Directors may from time to time prescribe or require.
Section 5.7 – DELEGATION OF OFFICER’S DUTIES
In the case of the absence or disability of any Officer of the ORGANIZATION or for any other reason deemed sufficient by a majority of the Board, the Board of Directors or the affected Officer may delegate his/her powers or duties to any other Officer or to any Director for the time being.
ARTICLE 6 - COMMITTEES
Section 6.1 – EXECUTIVE COMMITTEE
The Officers of the ORGANIZATION shall constitute an Executive Committee. Except for the power to amend the articles of inORGANIZATION and bylaws, the Executive Committee shall have all powers and authority of the board of directors in the intervals between meetings of the board of directors.
Section 6.2 – OTHER COMMITTEES
The board may create committees as needed. The board Chair appoints all committee chairs.
1. Nominating Committee. As needed, to fill open Director positions, the Chair and at least one additional Director selected by the Chair shall serve as the Nominating Committee, which shall present nominations of Directors to the Board.
2. Other Committees. The Board of Directors may, by resolution or resolutions passed by the Board, appoint one or more standing or temporary committees consisting of at least two Directors, to have such power and authority as the Board may specify.
Section 6.3 – COMMITTEE MEETINGS
The committees shall meet at stated times or on notice to all members by any of their own number. They shall fix their own rules of procedure. A majority of members of the committee shall constitute a quorum and an affirmative vote of a majority of the members present at a meeting is required for approval.
ARTICLE 7 – EMPLOYEES OF THE ORGANIZATION
Section 7.1 – EXECUTIVE DIRECTOR
The Board may retain an Executive Director. The Executive Director shall be subject to the direction of the Board, implement the policies, programs and general directives adopted by the Board of Directors. The Executive Director shall be compensated as determined by the Board, shall report to the Board through the Board’s Chair, and shall not be a member of the Board. The Executive Director may hire other staff members as the board of directors authorizes. The executive director shall be an ex officio member of the board. The Executive Director shall not be entitled to vote but shall be entitled to notice of and attendance at meetings, except those portions of a meeting at which matters directly relating to the director are discussed.
Section 7.2 – ASSISTING OFFICER, AGENTS AND EMPLOYEES.
The Board may from time to time authorize using the services of employees, agents and/or independent contractors as the Board deems advisable and financially prudent. Such employees, agents and/or independent contractors shall be under the supervision of the Executive Director, but the Board shall have the authority to prescribe the nature of their services, duties, compensation and conditions of employment, and shall have the right to dismiss them at any time, without prejudice to their contract rights, if any. Such employees, agents and contractors shall not be a member of the Board.
Section 7.3 – HIRING POLICIES
The ORGANIZATION shall hire no employees who are members of the immediate family (spouse, parent, brother, sister, son, daughter) of any board member, or of any person who will supervise the employee.
The ORGANIZATION shall not discriminate against any person in the hiring of personnel, election of board members, provision of service to the public the contracting of services or in any other way on the basis of race, color, sex, national origin, age, or any other basis prohibited by law.
ARTICLE 8 - FINANCIAL MATTERS
Section 8.1 – FISCAL YEAR
The board shall establish the ORGANIZATION’s fiscal year.
Section 8.2 – BUDGET
The board shall prepare and adopt a budget at its first meeting each year. OR At least one month prior to a new Fiscal Year, the Chair and the Treasurer, after consultation with the Executive Director, shall present to the Board a proposed budget for each year of proposed activity. The Board shall review the proposed budget and approve the same with such changes as it may determine prior to the beginning of the relevant fiscal year.
Section 8.3 – ANNUAL FINANCIAL STATEMENT
Within 60 days of the end of the previous year, the Treasurer shall present the previous year’s financial statement for distribution to board members.
Section 8.4 – FISCAL POLICY
The board shall adopt and review from time to time a fiscal policy setting out a formal procedure that shall govern internal controls, the signing of checks, the obligation of funds, approval of contracts and other significant aspects of the ORGANIZATION’s fiscal operation.
ARTICLE 9 - OFFICES
The principal office of ORGANIZATION shall be located in the state determined by the Directors to be most beneficial from the standpoint of complying with applicable laws, regulations and administrative details, and such location shall be confirmed by the Directors annually. The ORGANIZATION may have additional offices as may be determined by the Board.
ARTICLE 10 - BOOKS AND RECORDS
Section 10.1 - DOMICILE
The books, records and accounts of the ORGANIZATION, except as otherwise required by the laws of the State of (STATE), may be kept within or without of the State of (STATE), at such place or places as may from time to time be designated by the By-Laws or by resolution of the Directors.
Section 10.2 – REVIEW OF FINANCIAL RECORDS
The books, records and accounts for the previous year’s operation of the ORGANIZATION shall be reviewed annually by a certified public accountant unaffiliated with the ORGANIZATION or any of its Directors, with the accountant’s report to be presented at a minimum in the form of a “compilation” report containing the year-end balance sheet, the statement of revenues and expenses and the statement of changes in fund balances.
ARTICLE 11 - INDEMNIFICATION AND INSURANCE
The ORGANIZATION shall indemnify its current and former Directors against any judgment, fine or expense (including attorney’s fees) in connection with any legal action to which he or she is made a party by reason of service as a Director if he or she acted in good faith and reasonably believed such action was in the best interests of the ORGANIZATION. The Board of Directors may authorize the purchase of insurance on behalf of any person who is or was a Director or employee of the ORGANIZATION against any liability asserted against or incurred by him or her in such capacity.
ARTICLE 12 - AMENDMENT
These By-Laws may be amended, altered, repealed or added to at any regular meeting of the Board or at any special meeting called for that purpose, by affirmative vote of a MAJORITY or 2/3 of the Directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of ORGANIZATION, and that the foregoing Bylaws, consisting of (NUMBER) pages, constitute the code of Bylaws of the ORGANIZATION, as duly adopted at a regular meeting of the Board of Directors of the ORGANIZATION held the DAY/MONTH/YEAR.
IN WITNESS WHEREOF, I have hereunto subscribed my name this _____ day of ___________________, _________.