Fillable Printable Sample Bylaws with Membership

Sample Bylaws with Membership

Sample bylaws — with membership

Handbook for Starting a Successful Nonprofit Page

Article II is an example of a mem-

bership organization’s bylaws. For an

example of a non-membership orga-

nization’s bylaws, see page 39.

The board of directors must decide

who will be eligible for membership

and if dues will be paid. This should

be laid out in the bylaws.

The following bylaws are intended only as a model. They show some of the

most general ways of writing bylaws. An organization has a great deal of lati-

tude in shaping its bylaws, and does not need to follow this model. Keep in

mind that the organization can and should amend its bylaws as often as neces-

sary to keep up with changes to the organization. Organizations are free to

reproduce all, or parts of the samples provided in this section.

BYLAWS OF

ABCNONPROFIT

ARTICLEI — NAME AND PURPOSE

Section 1 — Name: The name of the organization shall beABCNonprofit.It

shall be a nonprofit organization incorporated under the laws of the

State of Minnesota

Section 2 — Purpose: ABCNonprofitis organized exclusively for charitable,

scientific and education purposes.

The purpose of this corporation is:

·to support and conduct non-partisan research, education,

and informational activities to increase public awareness

of juvenile delinquency;

·to combat crime within neighborhoods; and

·to prevent community deterioration.

ARTICLEII — MEMBERSHIP

Section 1 — Eligibility for membership:Application for voting membership

shall be open toany current resident, property owner, business

operator, or employee of the city of Saint Paul that supports the

purpose statement in Article I, Section 2.Membership is granted

after completion and receipt of a membership application and annual

dues. All memberships shall be granted upon a majority vote of the

board.

Section 2 — Annual dues:The amount required for annual dues shall be

$100 each year, unless changed by a majority vote of the members at

an annual meeting of the full membership. Continued membership is

contingent upon being up-to-date on membership dues.

Section 3 — Rights of members:Each member shall be eligible to appoint one

voting representative to cast the member’s vote in association

elections.

Section 4 — Resignation and termination:Any member may resign by filing a

written resignation with the secretary. Resignation shall not relieve a

member of unpaid dues, or other charges previously accrued. A mem-

ber can have their membership terminated by a majority vote of the

membership.

Section 5 — Non-voting membership:The board shall have the authority to

establish and define non-voting categories of membership.

A person or organization cannot

automatically be made a member.

Minnesota law states that a person

may not be admitted as a member

without the person's express or

implied consent.

Members are of one class, with

equal rights, unless otherwise stated

in the articles and bylaws.

Article I must be included. For

organizations not incorporated,

state that the nonprofit is organized

in compliance with the laws of

Minnesota.

The purpose statement must main-

tain the standards stated in IRS

Publication 557 and give a brief

description of the organization’s

goals to ensure approval of Federal

tax exemptions.

Items highlighted in bold type signify

information specific to the organiza-

tion. Other information provided in

this sample may not be adequate for

all types of nonprofits and are pro-

vided only as an example.

Sample bylaws — with membership

Handbook for Starting a Successful Nonprofit Page

ARTICLEIII — MEETINGSOFMEMBERS

Section 1 — Regular meetings:Regular meetings of the members shall be held

quarterly, at a time and place designated by the chair.

Section 2 — Annual meetings:An annual meeting of the members shall take

place in the month ofOctober, the specific date, time and location of

which will be designated by the chair. At the annual meeting the mem-

bers shall elect directors and officers, receive reports on the activities

of the association, and determine the direction of the association for

the coming year.

Section 3 — Special meetings:Special meetings may be called by the chair, the

Executive Committee, or a simple majority of the board of directors. A

petition signed by five percent of voting members may also call a spe-

cial meeting.

Section 4 — Notice of meetings:Printed notice of each meeting shall be given

to each voting member, by mail, not less than two weeks prior to the

meeting.

Section 5 — Quorum: The members present at any properly announced meeting

shall constitute a quorum.

Section 6 — Voting:All issues to be voted on shall be decided by a simple

majority of those present at the meeting in which the vote takes place.

ARTICLEIV — BOARDOFDIRECTORS

Section 1 — Board role, size, and compensation:The board is responsible for

overall policy and direction of the association, and delegates responsi-

bility of day-to-day operations to the staff and committees.The board

shall have up to 20, but not fewer than 16 members.The board

receives no compensation other than reasonable expenses.

Section 2 — Terms:All board members shall serve two-year terms, but are eli-

gible for re-election for up to five consecutive terms.

Section 3— Meetings and notice:The board shall meet at least quarterly, at an

agreed upon time and place. An official board meeting requires that

each board member have written notice at least two weeks in advance.

Section 4— Board elections:New directors and current directors shall be elect-

ed or re-elected by the voting representatives of members at the annual

meeting.Directors will be elected by a simple majority of members

present at the annual meeting.

Section 5 — Election procedures:A Board Development Committee shall be

responsible for nominating a slate of prospective board members rep-

resenting the associations diverse constituency. In addition, any mem-

ber can nominate a candidate to the slate of nominees. All members

will be eligible to send one representative to vote for each candidate,

for up to 10 available positions each year.

Section 6 — Quorum:A quorum must be attended by at least forty percent of

board members for business transactions to take place and motions to

pass.

A nonprofit with voting members

should hold at least one meeting of

its members per year.

Unless otherwise specified by the

articles or bylaws, a quorum for a

meeting of members is ten percent

of the members entitled to vote at

the meeting according to Minnesota

law.

Minnesota law requires a minimum

of three directors.The statutory

limit for a board term is ten years.

A board of directors must meet at

least once during a fiscal year.

Minnesota law requires a quorum of

directors for the purpose of con-

ducting transactions, to consists of

at least one-third, of the directors

currently holding office.

For more information on board

governance, see page 18.

Sample bylaws — with membership

Handbook for Starting a Successful Nonprofit Page

Section 7 — Officers and Duties:There shall be four officers of the board, con-

sisting of a chair, vice-chair, secretary and treasurer. Their duties are as

follows:

The chairshall convene regularly scheduled board meetings, shall

preside or arrange for other members of the Executive Committee to

preside at each meeting in the following order: vice-chair, secretary,

treasurer.

The vice-chairshall chair committees on special subjects as designated

by the board.

The secretaryshall be responsible for keeping records of board

actions, including overseeing the taking of minutes at all board meet-

ings, sending out meeting announcements, distributing copies of min-

utes and the agenda to each board member, and assuring that corporate

records are maintained.

The treasurershall make a report at each board meeting.The treasurer

shall chair the finance committee, assist in the preparation of the budg-

et, help develop fundraising plans, and make financial information

available to board members and the public.

Section 8 —Vacancies: When a vacancy on the board exists mid-term, the sec-

retary must receive nominations for new members from present board

members two weeks in advance of a board meeting. These nomina-

tions shall be sent out to board members with the regular board meet-

ing announcement, to be voted upon at the next board meeting.These

vacancies will be filled only to the end of the particular board mem-

ber's term.

Section 9 — Resignation, termination, and absences:Resignation from the

board must be in writing and received by the Secretary. A board mem-

bers shall be terminated from the board due to excess absences, more

than two unexcused absences from board meetings in a year. A board

member may be removed for other reasons by a three-fourths vote of

the remaining directors.

Section 11 — Special meetings:Special meetings of the board shall be called

upon the request of the chair, or one-third of the board. Notices of spe-

cial meetings shall be sent out by the secretary to each board member

at least two weeks in advance.

ARTICLEV— COMMITTEES

Section 1 — Committee formation:The board may create committees as need-

ed, such as fundraising, housing, public relations, data collection, etc.

The board chair appoints all committee chairs.

Section 2 — Executive Committee:The four officers serve as the members of

the Executive Committee. Except for the power to amend the Articles

of Incorporation and bylaws, the Executive Committee shall have all

the powers and authority of the board of directors in the intervals

between meetings of the board of directors, and is subject to the direc-

tion and control of the full board.

According to Minnesota law, a board

must consist of at least a chair/pres-

ident and a treasurer.Other offices

can be created as needed.

Committees are assigned by the

board of directors to work on spe-

cific issues facing the organization.

Standing committees, such as an

Executive Committee or Finance

Committee, should be outlined in

the bylaws, whereas ad hoc commit-

tees can be created for a time peri-

od set by the board of directors.

Sample bylaws — with membership

Handbook for Starting a Successful Nonprofit Page

Section 3 — Finance Committee:The treasurer is the chair of the Finance

Committee, which includes three other board members.The Finance

Committee is responsible for developing and reviewing fiscal proce-

dures, fundraising plans, and the annual budget with staff and other

board members. The board must approve the budget and all expendi-

tures must be within budget. Any major change in the budget must be

approved by the board or the Executive Committee. The fiscal year

shall be the calendar year.Annual reports are required to be submitted

to the board showing income, expenditures, and pending income. The

financial records of the organization are public information and shall

be made available to the membership, board members, and the public.

ARTICLE VI — DIRECTORANDSTAFF

Section 1— Executive Director:The executive director is hired by the board.

The executive director has day-to-day responsibilities for the organiza-

tion, including carrying out the organization’s goals and policies. The

executive director will attend all board meetings, report on the

progress of the organization, answer questions of the board members

and carry out the duties described in the job description.The board can

designate other duties as necessary.

ARTICLEVII — AMENDMENTS

Section 1 —Amendments:These bylaws may be amended when necessary by

two-thirds majority of the board of directors. Proposed amendments

must be submitted to the Secretary to be sent out with regular board

announcements.

CERTIFICATION

These bylaws were approved at a meeting of the board of directors by a two-

thirds majority vote onMay 22, 2001.

SecretaryDate

It is necessary for the bylaws to

detail how they are to be amended.

Because the bylaws are more

detailed than the articles of incor-

poration, they should be updated

and changed in accordance with the

organization’s growth and change.

Membership organizations may

involve their members in the

amendment procedures.

A copy of the original articles and

bylaws should be filed for the orga-

nization’s records.

Though not required, it is highly rec-

ommended that the executive direc-

tor be required to attend all board

meetings. This will ensure the execu-

tive director is aware of all board

discussions and the board is aware

of the executive’s activities.