Running a Nonprofit: Understanding the Basics of Bylaws
Bylaws are the rules by which your nonprofit organization operates. As with articles of incorporation, different states have different requirements about what needs to be included in the bylaws, so make sure you contact the appropriate agency in your state to get the specific information you need.
In general, bylaws guide the activities of your organization and the procedures of your board of directors — how many directors, how long they serve, how they’re elected, what constitutes a quorum, and so on. Like the articles of incorporation, bylaws are divided into articles. However, because bylaws require more detail, the articles themselves are divided into sections (and subsections, if needed) to address various aspects of the articles.
You can always change bylaws. However, amending the bylaws almost always requires more than a simple majority; usually two-thirds of the directors must agree to a bylaw change.
If you were to review the bylaws of ten different organizations, you’d find variation in the order in which articles are presented. For example, you may find the board of directors specified in Article III or Article V. Bylaws also vary in how specifically they spell out what’s required. Some bylaws specify the number and type of standing committees; others give the board president the responsibility of making those specifications.
If you don’t address a particular question in your bylaws — setting a quorum, for example — most states have a default position in their code that applies to the governing of nonprofit corporations.