Bylaws for Nonprofit Organizations

July 19, 2022

The nonprofit industry serves the public interest and plays a significant role in the economy. To address various issues and challenges in the community and strengthen communities, nonprofit organizations enrich our lives in many ways. They benefit society in multiple fields, such as science, religion, economy, arts, health, environment, civil rights, and education. 

Corporations, individuals, governments, and foundations all play a crucial role in making nonprofits successful by investing resources, time, and funds.

Bylaws for nonprofit organizations raise transparency, accountability, and effectiveness for all nonprofits by inspiring trust and fostering excellence in their services.

How often should board members meet? How do you remove a board member? These are a few questions arising in nonprofit organizations’ meetings. Nonprofit bylaws must answer all these questions. Nonprofit organizations’ bylaws must answer these and other questions per state laws. To learn more about voting on election bylaws or what the bylaws of a corporation are, take a look at our latest articles.

What Are Nonprofit Organizations’ Bylaws?

Nonprofit organizations’ bylaws are the nonprofit’s operating manuals. These are the primary governing documents for nonprofit organizations. They’re the primary official documents of organizations, whether they’re for-profit or nonprofit.

The board drafts bylaws when the nonprofit organization is established. They supplement the rules and regulations already outlined by the state corporation code and guide how your nonprofit organization will operate; therefore, you must review the applicable state laws and ensure your bylaws comply with them. 

Nonprofit bylaws guide the nonprofit board’s decisions and actions. They prevent and resolve disagreements and conflicts. In addition, they protect nonprofit organizations from potential issues and challenges by clearly outlining rules and regulations around rights, levels, and expectations. If the board of directors doesn’t follow the bylaws, they could be held responsible for breaching its duty to the nonprofit organization.

Laws on Voting Procedures in Nonprofit Organizations

It’s vital to note that nonprofit organizations’ voting procedures are subject to your nonprofit organization’s own bylaws and state laws. Thus, the first step in structuring your nonprofit’s voting procedures is to ensure they align with your state’s regulations.

State Laws

When it comes to nonprofit organizations’ voting procedures, state laws have control over the following:

  • Notice of vote or board meetings
  • Methods of voting allowed
  • How to participate in meetings

Some methods of voting that state laws allow include:

  • Videoconference
  • Written ballot
  • Email
  • Teleconference

However, you must note that not all these voting methods are legal in each state. For instance, email is considered an electronic proxy vote and is not legal in some states, such as New Hampshire, Arkansas, and Mississippi. Knowing what’s allowed in your state can help you structure your voting system, which you can then detail in your bylaws. 

Nonprofit Bylaws

Nonprofit organizations’ bylaws document the basic rules and regulations by which a nonprofit organization operates. Voting procedures must be well-documented within their bylaws and in accordance with state laws. Nonprofit organizations’ bylaws must contain the following information on voting procedures:

  • Who can vote
  • How board members should vote
  • The minimum number of board members that must be present in meetings, also referred to as a quorum
  • The minimum number of votes needed for a bylaw amendment to pass
  • How to notify board members about a meeting–this includes:
  • Purpose of board meeting
  • Time of board meeting
  • How the notice should be delivered to board members

When drafting nonprofit organizations’ bylaws, be as detailed as possible about the voting procedures and voting rights of your organization’s board members; this prevents potential conflicts and future confusion.

How Do Nonprofit Boards Vote for Bylaw Amendments?

Methods of voting for bylaw amendments include:

  • Standing vote: This is where board members in favor of the amendment stand and are counted.
  • Acclimation vote: This is a type of voice vote where a “yay” stands for yes and “nay” means no.
  • Show of hands vote: Here, voting members raise their hands for whether they support the amendment or not.
  • Roll call: Voting members respond as their name is called.
  • Secret ballot: Here, board members vote anonymously by placing their votes in a ballot box. 

Final Thoughts

Nonprofit organization bylaws serve as the organization’s internal affairs guidebook. These bylaws outline the procedure for organizing board meetings, holding elections, board membership structure, quorum requirements, and other vital operations of nonprofit organizations. Nonprofit bylaws serve as your organization’s manual, and they can guide you through the orderly operation of your nonprofit organization.

However, drafting effective nonprofit bylaws is an art that requires careful attention to regulatory and legal requirements. It calls for a balance between flexibility, precision, and careful tailoring to the nonprofit organization.

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