Template: Nonprofit Bylaws

Article 1: Members

[CHAPTER NAME] shall have no members. (Note: This is common for nonprofit boards — it means the board governs directly rather than reporting to a membership body.)

Article 2: Board of Directors

Powers

The board manages affairs and property of the organization in accordance with its charitable purposes.

Number

Minimum of three directors. The board may amend this number but cannot reduce below three.

Election and Term

• Directors serve one-year terms
• Directors may be re-elected to any number of consecutive terms
• To become a director: nominated by a director, elected by majority of the board

Removal

The board may remove any director for cause by majority vote. Missing three consecutive meetings constitutes cause for removal.

Resignation

Any director may resign by delivering written notice to the board chair.

Vacancies

The board may elect directors to fill vacancies by majority vote.

Article 3: Officers

Required Officers

• President — overall administration
• Secretary — handles paperwork and minutes
• Treasurer — handles finances

Rules

• All officers must be board members
• One person cannot hold both President and Secretary roles
• Officers serve until resignation, removal, or successor is elected

Compensation

The board sets compensation (if any) for officers. If an officer is also a board member, they cannot participate in discussion or vote on their own compensation.

Article 4: Meetings

Annual Meeting

The board holds an annual meeting in January (or as soon as possible thereafter).

Regular Meetings

Set by the board.

Special Meetings

May be called by the Chair or any director.

Notice

At least 7 days notice for regular/annual meetings. 24 hours for urgent special meetings.

Quorum

Majority of the board constitutes a quorum.

Voting

Majority of the entire board required for most actions. Two-thirds required for:

• Sale of substantially all assets
• Amending bylaws or certificate of incorporation
• Dissolution

Remote Participation

Phone/video participation counts as presence if all participants can hear each other.

Article 5: Committees

The board may establish committees of at least 3 directors. Committees cannot:

• Fill board vacancies
• Amend bylaws
• Set director compensation

Article 6: Finances

Contracts and Checks

The President (and Treasurer, if designated) may sign contracts and checks authorized by the board.

Bank Accounts

Selected by the board.

Article 7: Records

The organization shall keep at its office:

• Certificate of Incorporation
• Bylaws
• Meeting minutes
• Financial records

Article 8: Indemnification

The organization may indemnify directors, officers, and employees against legal judgments and expenses arising from their service, to the fullest extent permitted by law.

Article 9: Amendments

The board may amend these bylaws by two-thirds vote.

Adoption

[Space for chapter adoption date and secretary signature]