This organization shall not carry on any activities not permitted to be carried out by a non-profit organization exempt from federal income tax. The organization shall not endorse any candidate or contribute to or work for or otherwise support or oppose any candidate for public office.
This organization has been created exclusively for purposes subsequent to section c 3 of the Internal Revenue Code. Annual Meetings. An annual meeting shall be held once every calendar year for the purposes of electing directors and transaction of 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.
The following orders of business shall be addressed during the annual meeting unless decided otherwise by the Board of Directors via written notice:.
Any other transaction of such other business as may be properly brought before the meeting. If this date falls on a holiday, the Board shall select an alternate date and send written notice at least two weeks in advance of the meeting. Special Meetings. Special meetings may be requested by the President of the organization. The notice shall include the date, hour, and location of the meeting and, if for a special meeting, the purpose of the meeting. Such notice shall be deemed effective when sent by ordinary U.
In the absence of a quorum, a majority of the directors may delay and reschedule the meeting to another time without further notice. If a quorum is represented 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 meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in a representation of less than a quorum. Informal Actions. Any action required to be taken, or which may be taken, at a meeting, may be taken without a meeting and without prior notice if a consent in writing, set forth the action so taken, is signed by the Directors with respect to the subject matter of the vote.
Role of Directors. Number of Directors. Election and Term of Office. The Directors shall be elected by a majority vote at the annual meeting.
Each member of the Board of Directors shall receive a reasonable compensation in exchange for their serving on the Board. The Board shall establish the amount of compensation by resolution at the annual meeting of the Board. Adverse Interest. In the determination of a quorum of the directors or in voting, the disclosed adverse interest of a Director shall not disqualify the Director or invalidate their vote.
Regular Meetings. The Board of Directors shall meet immediately after their election for the purpose of electing its new officers, appointing new committee chairpersons, and for 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 the resolution.
Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting. The vote of a majority of the Directors present at a properly called meeting as dictated by these Bylaws at which a quorum is present shall be the act of the Board of Directors unless the vote of a greater number is required by law or by these Bylaws for a particular resolution.
For example, instead of stating the time and address of your board meetings, you can simply state that your board will meet once a month at an agreed-upon location. You might include general descriptions of officer positions that will stay the same throughout the life of the nonprofit, but avoid listing employee positions, which are likely to change.
Make plans to review your bylaws regularly. Review the document whenever the nonprofit undergoes a major change, like moving the organization to a new state or merging with another nonprofit. Also plan to review your bylaws annually, both to make sure you are following them and to update provisions as necessary.
To make amendments, follow the rules outlined in your bylaws, which should provide the number of director votes you need to make amendments if your bylaws do not provide guidance, check with your state's laws. Record the results of the vote in your meeting minutes. If your nonprofit has tax-exempt status and you make a "structural or operational" change to your organization, such as changing the name or purpose, you must inform the IRS. For smaller changes, like changing director term limits, you do not need to inform the IRS.
You can report some changes on your annual tax return, while the IRS requires you to report other changes on different forms. Check with the IRS for details. Your organization's current board of directors will draft and approve the bylaws. Nonprofits often draft bylaws before or shortly after filing formation documents with the state. However, you can create bylaws any time after formation.
You can even create your bylaws with Nolo's online form. Your state laws specify which officers must sign the bylaws, such as the secretary or the president. Unlike other organizational documents, like the articles of incorporation, you do not file bylaws with the state. You must keep them with your nonprofit's records, and ensure they are accessible to board members. The information provided on this site is not legal advice, does not constitute a lawyer referral service, and no attorney-client or confidential relationship is or will be formed by use of the site.
The attorney listings on this site are paid attorney advertising. In some states, the information on this website may be considered a lawyer referral service. Please reference the Terms of Use and the Supplemental Terms for specific information related to your state. Talk to a Lawyer. Grow Your Legal Practice. Back to top. Home Documents. Non-Profit Bylaws. Formats Word and PDF. Size 6 to 9 pages. Rating 4. How does it work? Choose this template Start by clicking on "Fill out the template".
Complete the document Answer a few questions and your document is created automatically. Save - Print Your document is ready! Non-Profit Bylaws This Non-Profit Bylaws document is used once a non-profit organization has been incorporated to define the structure and operations of the organization. How to use this document This document covers all of the basic information necessary to define the operational structure of a non-profit organization.
0コメント