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.
Section 1 — Name: The name of the organization shall be ABCNonprofit.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.
Section 1 — Membership:Membership shall consist of the board of directors.
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
The purpose statement must main-
tain the standards stated in IRS
Publication 557 and give a brief
description of the organizations
goals to ensure approval of Federal
tax exemptions.
Organizations with a voting mem-
bership should use the sample
bylaws on page 42 of this
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.
Page 1/3
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