| name | nonprofit-bylaws |
| title | Nonprofit Corporation Bylaws |
| description | Drafts U.S. nonprofit corporation bylaws aligned to state nonprofit corporation acts and IRC §501(c)(3) requirements, covering governance structure, membership, board composition, fiscal controls, conflicts, and dissolution. Use when forming a nonprofit, updating existing bylaws, or reconciling bylaws with articles of incorporation. Trigger keywords: bylaws, nonprofit corporation, 501(c)(3), board of directors, membership, articles of incorporation, amendments, dissolution. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/nonprofit-bylaws |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting"] |
Nonprofit Corporation Bylaws
Produces a board-adoptable bylaws document consistent with the articles of incorporation and state nonprofit law while preserving 501(c)(3) eligibility.
Prerequisites
- State of incorporation and applicable nonprofit corporation act.
- Final or near-final articles of incorporation.
- Tax-exempt status target (e.g., 501(c)(3)) and purpose statement.
- Governance decisions: membership vs. non-membership, board size/terms, officer roles, committee model.
- Policies to embed by reference: conflicts of interest, fiscal controls, records retention.
Drafting Steps
- Confirm no conflicts with articles; if conflicts exist, revise bylaws or flag articles for amendment.
- Select membership model and encode member powers and meeting rules.
- Set board size, term structure, and voting thresholds compliant with state defaults.
- Insert required 501(c)(3) clauses verbatim or near-verbatim.
- Define fiscal controls and conflict procedures suited to the organization's risk profile.
- Add severability and adoption clause.
Article Structure
Include all articles with the required content below.
| Article | Required Content |
|---|
| I. Name and Offices | Corporate name; principal office; board authority to change office; registered agent if desired. |
| II. Purpose and 501(c)(3) Limits | Exclusive exempt purpose; inurement prohibition; political campaign ban; lobbying limits; dissolution distribution clause. |
| III. Members | "No members" clause, or: classes, qualifications, dues, rights, meetings, quorum, votes, termination. |
| IV. Board of Directors | Number/range; qualifications; election/appointment; terms and staggering; removal; vacancies; powers; compensation limits. |
| V. Board Meetings | Regular/annual cadence; special meeting call authority; notice and timing; quorum; voting thresholds; written consent; remote participation; minutes. |
| VI. Officers | Titles; duties; election; term; removal; vacancies; dual-office limits; compensation approval. |
| VII. Committees | Board vs. advisory; appointment; authority limits; meeting rules; reporting to board. |
| VIII. Fiscal and Records | Fiscal year; budget approval; contract authority; check signatures; audits; indemnification; D&O insurance; conflicts policy; records and inspection rights. |
