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BYLAWSOF
__________________________ A NON-PROFIT CORPORATION
ARTICLE I
NAME AND OFFICE
1.01 NAME: The name of this corporation is: ________________________________
1.02 OFFICE: The principle office of this corporation shall be located at the following
address ______________________, ___________________, ________________,
_________________ ___________________ or such other place in or outside the State
of _________________ as the Directors may deem appropriate.
ARTICLE II
PURPOSE
2.01 PURPOSE: Said corporation is organized exclusively for charitable, religious,
educational, literary, and scientific purposes, including for such purposes, the making of
distributions to organizations that qualify as exempt organizations within the meaning of
Section 50 1 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding
provisions of any future United States Internal Revenue Law), as well as any lawful
purpose, as authorized by state law.
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ARTICLE III
DIRECTORS
3.01 NUMBER & QUALIFICATIONS: This corporation shall be governed by a Board of
Directors of not less than (3) three or not more than (7) seven persons.
3.02 APPOINTMENT & ELECTION & TERM: The Directors shall be appointed by the
Executive Director, and thereafter shall be appointed by the majority of existing Dire ctors
upon the nomination of the Executive Director. Said appointments shall be made at the
meeting of the Board of Directors. Directors, other than the Executive Director pursuant
to the Articles of Incorporation, shall serve a term of two years, and shall be eligibl e to
succeed themselves in consecutive terms provided they meet the requirements
enumerated in the Articles of Incorporation. The terms of the Directors shall be
established so that their terms expire in different years.
3.03 RESPONSIBILITIES AND LIABILITY: The Directors shall be trustees of the
corporation and its assets, both real and personal, and shall fulfill functions and dutie s
ascribed them by all applicable laws. In addition, they shall advise the Executi ve Director
in matters of the operation of the corporation. Directors shall in no way encumber
personal liability from the actions of the corporation and shall be entitled to
indemnification according to the provisions of the _________________ Non-Profit
Corporation Act and state laws exempting nonprofit officials from liability.
3.04 RESIGNATION OR REMOVAL: Any Director may resign at any time by giving prior
written notice of such resignation to the Board of Directors. Furthermore, Directors may
be removed from the Board of Directors by resignation, or pursuant to the Articles of
Incorporation. Vacancies on the Board will be filled by a majority of the remaining B oard
of Directors. The new Director elected to fill the vacancy will serve for the unexpire d
term of the predecessor in office.
3.05 ANNUAL MEETINGS: The Board of Directors shall meet at least twice annually in a
location specified by the Executive Director, who shall, in the case of regular me etings,
give written or oral notice of the time and location of the meeting to a ll Directors at least
30 days before the meeting. The location of said meetings may be any location within or
outside the State of _________________. The corporation shall reserve the right to
reimburse all Directors for all reasonable travel expenses incurred in attending the
meetings, and shall so stipulate the decision for said reimbursements in a resoluti on
passed at the meeting being considered for reimbursement. Said reimbursements shall be
subject to the corporations official reimbursement plan in force at the time of the
transaction. A simple majority shall constitute a quorum sufficient to conduct business.
a. The primary regular meeting shall be held in the month of October or November, at which time the Executive Director shall report on the activities of the
corporation during the previous year, and shall relate his or her plans and goals
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for the coming year. The Board of Directors shall establish the annual budget and
rates of compensation for the Executive Director and all other staff and
employees.
b. The next primary regular meeting shall be held in the month of ________________, whereupon, the President shall give a general state of the
corporation address to the Directors and Officers.
3.06 SPECIAL MEETINGS: Special meetings may be called as needed by the Executive
Director and/or a majority of the Directors. Oral or written notice of the meeting, t he
time, and place shall be presented to each director in person at least three days before an
emergency meeting of the Directors.
3.07 WAIVER OF NOTICE: Attendance of a Director at any meeting of the Board of
Directors constitutes a waiver of notice of such meeting except where Director atte nds a
meeting for the purpose of objecting at the beginning of the meeting to the transact ion of
any business because the meeting is not lawfully called or convened. Whenever any
notice is required to be given under the provision of the law, the Articles of
Incorporation, or these Bylaws, a waiver of such notice in writing signed by the person or
persons entitled to notice whether before or after the time stated is such waiver, will be
deemed equivalent to the giving of such notice.
3.08 QUORUM: All meetings of the Board of Directors shall have a majority of directors
necessary to constitute a quorum and the act of the majority of Directors present at any
meeting in which there is a quorum shall be the act of the Board of Directors, e xcept as
may be otherwise specifically provided by statute or by these Bylaws.
3.09 COMPENSATION: Directors shall receive compensation commensurate with the time
they devote to the affairs and leadership in the corporation as determined by a vote of the
Board of Directors, as well as a reasonable sum for expenses incurred in services to the
organization which are approved by the Board of Directors.
3.10 ACTION BY CONSENT: Any action by law or under the Articles of Incorporation of
this corporation or these Bylaws, or any action which otherwise may be taken at a
meeting of the Board of Directors may be taken without a meeting by a consent in
writing, setting forth the action so taken, signed by all the persons entitled to vote with
respect to the subject matter of such consent, or all Directors in office, and fil ed with the
Secretary of the corporation.
ARTICLE IV
MEMBERSHIP
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4.01 This corporation shall have no members.
ARTICLE V
CORPORATE OFFICERS
5.01 NUMBER: The officers of the corporation shall be the President, Vice President,
Secretary, Treasurer, and such other officers with such powers and duties as may be
determined by the Board of Directors. Any two (2) offices may be held by the same
person at any time, except the offices of President and Secretary must be held by two (2)
separate persons.
5.02 PRESIDENT: The President will be the Chief Executive Officer and Executive Director
of this corporation and will, subject to the control of the Board of Directors, supervise
and control the affairs of the corporation. The President will perform all duties incident to
such office and such other duties as may be provided in these Bylaws or as may be
prescribed from time to time by the Board of Directors.
5.04 VICE PRESIDENT: The Vice President will perform all duties and exercise all powers
of the President when the President is absent or is otherwise unable to act. The Vi ce
President will perform such other duties as may be prescribed from time to time by the
Board of Directors.
5.05 SECRETARY: The Secretary will keep minutes of all the meetings of the Board of
Directors, will be the custodian of the corporate records, will give all notices as are
required by law or by these Bylaws, and generally will perform all duties incident to t he
office of Secretary and such other duties as may be required by law, by the Articles of
Incorporation, or by these Bylaws, or which may be assigned from time to time by the
Board of Directors.
5.06 TREASURER: The Treasurer will have charge and custody of all funds of the
corporation, will deposit the funds as required by the Board of Directors, will keep and
maintain adequate and correct accounts of the corporation's properties and business
transactions, will render reports and accountings to the Board of Directors, and will
perform in general all duties incident to the office of Treasurer and such other dutie s as
may be required by law, by the Articles of Incorporation, by the Bylaws, or which may
be assigned from time to time by the Board of Directors.
5.07 RESIGNATION OF ANY OFFICERS: Any Officer elected or appointed to office may
resign at any time via writing sent to the President of the corporation or if the Offic er
resigning is the President, to the Secretary of the Board of Directors of the corporation.
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5.08 REMOVAL OF OFFICERS: Any Officer elected or appointed to office may be
removed by the persons authorized under these Bylaws to elect or appoint such Officers
whenever in their judgment the best interest of the corporation will be served. However,
such removal will be without prejudice to any contract rights of the Officer so removed.
5.09 COMPENSATION OF OFFICERS: Compensation of all Officers of the corporation
shall be fixed by the Board of Directors.
ARTICLE VI
FISCAL YEAR
6.01 FISCAL YEAR: The Fiscal Year of the corporation shall commence on January 1 of
each year and end on December 31.
ARTICLE VII
MISCELLANEOUS
7.01 PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS: No director,
trustee, officers or employee of or member of a committee of or person connected with
the corporation shall receive at any time any of the net earnings or pecuniary profit from
the operations of the corporation, provided that this shall not prevent the payment to a ny
such person of such reasonable compensation for services rendered to or for the
corporation in effecting any of its purposes as shall be fixed by the Board of Directors;
and no such person or persons shall be entitled to share in the distribution of any of the
corporate assets upon the dissolution of the corporation.
7.02 CONTRACTS WITH DIRECTORS AND OFFICERS: The Directors and Officers of
the corporation may be interested directly or indirectly in any contract relati ng to or
incidental to the operations conducted by the corporation, and may freely make contrac ts,
enter transactions, or otherwise act for and on behalf of the corporation, notwithstanding
that they may also be acting as individuals, or as trustees, or as agents for other persons
or corporations, or may be interested in the same matters as directors or otherwise; but
shall be deemed “at arm's length” and not violative of proscriptions against the
corporation's use or application of its funds for private benefit. In no event, however,
shall any person or other entity dealing with the Directors or Officers be obligated to
inquire into the authority of the Directors and Officers to enter into and consummate a ny
contract, transaction, or other action.
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ARTICLE VIII
AMENDMENTS
8.01 AMENDMENTS BY DIRECTORS: The directors shall have the power to make, alter,
amend and repeal the Articles or Bylaws of the corporation by affirmative vote of the
majority of the Board of any regular or specially called meeting for the purpose of
amending the Articles or Bylaws. Written notice of any meeting where the Article s are to
be amended shall be given to each member of the Board of Directors by certified or
registered mail by (30) days before the meeting.
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CERTIFICATE
We, the undersigned being all of the Officers and Directors of the above named
corporation, do hereby ratify and adopt the foregoing Bylaws as the Bylaws for the regulation of
the affairs of said corporation.
Dated this _________ day of ____________________, _____________.
______________________________ ______________________________________________________________________________________________________________________________________________________
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