Sample Bylaws Without Members

Sample bylaws — without members
Handbook for Starting a Successful Nonprofit Page
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.
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.
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
These bylaws were approved at a meeting of the board of directors by a two-
thirds majority vote on May 22, 2001.
Secretary Date
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
organizations growth and change.
A copy of the original articles and
bylaws should be filed for the orga-
nizations 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 executives activities.
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