Fillable Printable Sample Bylaws Without Members

Sample Bylaws Without Members

Sample bylaws — without members

Handbook for Starting a Successful Nonprofit Page

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.

Note:Organizations with voting members, should see the sample bylaws pro-

vided on page 42 of this handbook.

BYLAWSOF

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 — Membership:Membership shall consist of the board of directors.

ARTICLEIII — 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:During the last quarter of each fiscal year of the

corporation, the board of directors shall elect Directors to replace those

whose terms will expire at the end of the fiscal year. This election shall

take place during a regular meeting of the directors, called in accor-

dance with the provisions of these 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.

Organizations with a voting mem-

bership should use the sample

bylaws on page 42 of this

publication.

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.

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.

For more information on board

governance, see page 18.

Sample bylaws — without members

Handbook for Starting a Successful Nonprofit Page

Section 5 — Election procedures:New directors shall be elected by a majority

of directors present at such a meeting, provided there is a quorum

present. Directors so elected shall serve a term beginning on the first

day of the next fiscal 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.

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 10 — 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.

Minnesota law requires a quorum of

directors for the purpose of con-

ducting transactions, consisting of at

least one-third of the directors cur-

rently holding office.

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.

Sample bylaws — without members

Handbook for Starting a Successful Nonprofit Page

ARTICLEIV— 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.

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 plan, and annual budget with staff and other board

members. The board must approve the budget and all expenditures

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 board members and the public.

ARTICLE V — 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.

ARTICLEVI — 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

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.

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.

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.