Nonprofit Bylaws (Simple — 501(c)(3) Compatible)
Simple bylaws template for a 501(c)(3) public charity — board structure, meetings, officers, conflict of interest.
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BYLAWS OF
RIVERBEND COMMUNITY OUTREACH
A Wisconsin Nonstock Nonprofit Corporation
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ARTICLE I — NAME, OFFICE, AND PURPOSE
1.1 NAME. The name of the Corporation is Riverbend Community Outreach.
1.2 PRINCIPAL OFFICE. The principal office of the Corporation is located at:
1407 Maple Avenue, Suite 220, Madison, WI 53703
1.3 PURPOSE. Riverbend Community Outreach advances literacy in elementary-age children in the Madison metropolitan area through one-on-one and small-group tutoring, family literacy programs, and book distribution. The Corporation operates exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
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ARTICLE II — FISCAL YEAR
2.1 The fiscal year of the Corporation is July 1 through June 30.
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ARTICLE III — BOARD OF DIRECTORS
3.1 POWERS. The affairs of the Corporation shall be managed by a Board
of Directors.
3.2 NUMBER. The Board shall consist of no fewer than 5 and
no more than 15 directors.
3.3 ELECTION AND TERM. Directors shall be elected by the existing Board
at the annual meeting. Term: Three (3) years; directors may serve up to two (2) consecutive terms before requiring a one-year break.
3.4 REMOVAL. A director may be removed with or without cause by a
two-thirds (2/3) vote of the directors then in office, with cause
stated in writing.
3.5 VACANCIES. Vacancies shall be filled by majority vote of the
remaining directors. A director appointed to fill a vacancy serves
for the remainder of the unexpired term.
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ARTICLE IV — MEETINGS
4.1 REGULAR MEETINGS. No fewer than four (4) regular meetings per year. Annual meeting in October. Special meetings may be called by the Chair, three directors, or the Executive Director with seven (7) days advance notice.
4.2 NOTICE. Notice of regular meetings shall be given at least 14 days
in advance. Notice of special meetings shall be given at least
7 days in advance.
4.3 QUORUM. A majority of currently serving directors constitutes a quorum.
4.4 ELECTRONIC PARTICIPATION. Directors may participate by telephone or
video conference; such participation constitutes presence in person.
4.5 ACTION WITHOUT A MEETING. Any action required or permitted to be
taken at a meeting may be taken without a meeting if all directors
consent in writing (including electronic signature).
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ARTICLE V — OFFICERS
5.1 OFFICERS. The officers of the Corporation are:
Chair (presides at meetings; primary external representative)
Vice Chair (presides in absence of Chair; succeeds Chair as needed)
Secretary (prepares and maintains minutes; records corporate documents)
Treasurer (oversees finances; chairs Finance/Audit Committee)
Officers are elected by the Board for one-year terms and may serve consecutive terms.
5.2 ELECTION. Officers shall be elected by the Board at the annual
meeting for one-year terms.
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ARTICLE VI — COMMITTEES
6.1 STANDING COMMITTEES. The Corporation shall maintain the following
standing committees:
Finance/Audit Committee (chaired by Treasurer; reviews financials, oversees annual audit)
Governance Committee (recruits and orients new directors; oversees bylaws, conflict of interest)
Program Committee (reviews program quality, evaluation, and impact)
Ad-hoc committees may be established by the Board as needed (e.g., search committees, capital campaign).
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ARTICLE VII — CONFLICT OF INTEREST
7.1 POLICY. The Corporation shall maintain a written Conflict of Interest Policy applicable to all directors, officers, and key employees. Annually, each director shall complete a written disclosure form. When a matter involving a possible conflict arises, the affected director shall (1) disclose the conflict, (2) recuse from deliberation and vote, (3) leave the room during deliberation as appropriate. The remaining (disinterested) directors shall determine whether the matter is fair and reasonable to the Corporation. All conflicts and recusals shall be documented in the minutes.
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ARTICLE VIII — INDEMNIFICATION
8.1 The Corporation shall indemnify directors, officers, and employees
to the fullest extent permitted by Wisconsin law, against
expenses (including reasonable attorneys' fees), judgments, fines,
and amounts paid in settlement reasonably incurred in connection
with proceedings arising from their service to the Corporation,
provided they acted in good faith and in a manner reasonably
believed to be in the best interest of the Corporation.
8.2 The Corporation shall maintain Directors and Officers (D&O) liability
insurance to the extent practicable.
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ARTICLE IX — AMENDMENTS
9.1 These Bylaws may be amended at any regular or special meeting of the Board by a two-thirds (2/3) vote of the directors then in office, provided that the proposed amendment was included in the notice of the meeting and circulated to all directors at least 14 days prior. Amendments to the Mission Statement, Indemnification, or Dissolution provisions require a 75% vote.
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ARTICLE X — DISSOLUTION
10.1 Upon dissolution of the Corporation, all assets remaining after payment of debts and liabilities shall be distributed to one or more organizations qualifying as exempt under IRC §501(c)(3) or to a federal, state, or local governmental entity for a public purpose. No assets shall inure to the benefit of any private individual, director, officer, or member.
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ARTICLE XI — IRC SECTION 501(c)(3) PROVISIONS
11.1 NO PRIVATE INUREMENT. No part of the net earnings of the Corporation
shall inure to the benefit of any director, officer, or private
individual.
11.2 LIMITED LOBBYING. No substantial part of the Corporation's
activities shall consist of carrying on propaganda or otherwise
attempting to influence legislation.
11.3 NO POLITICAL CAMPAIGNS. The Corporation shall not participate in
or intervene in any political campaign on behalf of or in
opposition to any candidate for public office.
11.4 RESTRICTION ON ACTIVITIES. The Corporation shall conduct only
activities permitted (a) by an organization exempt under IRC
§501(c)(3), and (b) by an organization to which contributions
are deductible under IRC §170(c)(2).
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CERTIFICATION
These Bylaws were adopted by the Board of Directors of
Riverbend Community Outreach on ____________________.
_______________________________ Date: ____________________
Secretary
About this template
Nonprofit bylaws are the operating rules of a 501(c)(3) corporation - they govern how the board operates, how decisions are made, and how the organization manages itself. Required by every state's nonprofit corporation law and required to be submitted with the IRS Form 1023 application for 501(c)(3) recognition. The IRS reviews bylaws to confirm: (1) the organization is operated exclusively for exempt purposes (a 501(c)(3) requirement); (2) no part of net earnings inure to private benefit; (3) the organization will not engage in substantial lobbying or any political campaign activity; (4) on dissolution, assets will pass to another 501(c)(3) or a governmental entity. Bylaws structure and standard articles: Article I (name, office, purpose); Article II (fiscal year); Article III (board of directors - powers, number, election, removal, vacancies); Article IV (meetings - regular, special, notice, quorum, electronic participation, action without a meeting); Article V (officers - chair, vice-chair, secretary, treasurer, with terms and powers); Article VI (committees - standing and ad hoc); Article VII (conflict of interest - increasingly required by IRS Form 1023); Article VIII (indemnification); Article IX (amendments); Article X (dissolution - REQUIRED IRC §501(c)(3) language); Article XI (specific 501(c)(3) restrictions on inurement, lobbying, political activity). Best practices: (1) Keep bylaws SIMPLE - they should accommodate the org's reasonable evolution without amendment for every minor change; put detailed procedures in policies (employment manual, conflict of interest policy, finance policy) rather than bylaws; (2) Match bylaws to actual practice - bylaws that don't reflect reality are common and dangerous; review and amend annually if needed; (3) State law sets default rules - know your state's nonprofit corporate law (Wisconsin Stat. Chapter 181 for the example state; California Corporations Code §5000 et seq.; New York N-PCL; Delaware Title 8 Chapter 1). State law overrides silent bylaws on many issues; (4) Conflict-of-interest provision is essential - IRS Form 1023 explicitly asks whether the org has a written COI policy; failure to have one is a red flag in determination review. Common pitfalls: (1) Quorum set too high - 75%+ quorums become impossible to maintain as the board grows; majority is standard; (2) Term limits absent - boards calcify without rotation; 3-year terms with two-consecutive-term limits are standard; (3) Member-based structures attempted unnecessarily - "member" status under nonprofit law triggers additional voting and notice requirements; most public-charity 501(c)(3)s should NOT have members; (4) Inadequate dissolution clause - IRS REQUIRES specific dissolution language directing assets to another 501(c)(3) or governmental entity; missing or vague language can disqualify 501(c)(3) status. Amendment process: bylaws should require supermajority (2/3 or 75%) board vote with advance notice (typically 14 days). Some bylaws require notice + waiting period + final vote at next meeting (cooling-off period). For organizations with members, member approval may also be required.
When to use it
- Forming a new 501(c)(3) public charity (required for IRS Form 1023).
- Periodic bylaw review and update (typically every 3-5 years).
- Major governance changes (board size, term limits, committee structure).
- Reorganization or merger of nonprofit corporations.
- Compliance with new state nonprofit corporate law.
What to include
- Name, principal office, and mission statement.
- Board structure: number, term, election, removal.
- Meeting procedures: notice, quorum, electronic participation.
- Officers and their duties.
- Standing committees (Finance/Audit, Governance).
- Conflict of interest provisions.
- Indemnification of directors and officers.
- Amendment procedures.
- IRS-required dissolution clause (§501(c)(3) compliant).
- Restrictions on lobbying and political activity.