Association Bylaws: What to Include + Plain-English Outline

At its annual meeting, a neighborhood business association discovered that its bylaws, written in 2009 when it had 60 members, required one-third of all voting members to be present in person for a quorum. With 210 members today, that meant 70 people in the room. Forty-two showed up. The board election couldn't legally happen, and the outgoing president had to stay on for another year.

Association bylaws are the internal rules that prevent problems like that, or cause them when nobody reads them until the night of the vote. They define who your members are, how the board is elected, how meetings and votes work, who the officers are and how the rules themselves can change. Good bylaws are short, clear, consistent with your state's nonprofit law and your articles, and reviewed every few years.

This guide explains what bylaws cover, how they fit with state law and other governing documents, a plain-English model outline you can use as a starting point, drafting tips, and how to amend bylaws properly. It applies to associations, clubs, chambers and other nonprofits, whether they're incorporated or unincorporated. It's general information, not legal advice; have an attorney who knows nonprofit law in your state review your final draft.

What Bylaws Are and What They Do

The IRS describes bylaws in the Form 1023 instructions as an organization's internal rules and regulations. In practical terms, bylaws answer the questions people argue about when stakes are high:

• Who is a member, and who gets to vote?
• How many directors are there, and how are they elected and removed?
• What counts as a quorum, and how much notice must a meeting have?
• What do the officers do, and how long do they serve?
• Which committees exist, and what may they decide?
• How are the bylaws amended?

Bylaws bind the organization and its leaders. Following the governing documents is part of directors' duty of obedience, as described in our guide to nonprofit board responsibilities. Decisions made in violation of the bylaws, such as an election without proper notice or a vote without a quorum, can be challenged, and depending on your state's law they may be invalid.

Bylaws vs. Articles vs. Policies

Bylaws are one of several governing documents. Knowing which rule belongs where keeps bylaws short and avoids contradictions.

Two rules of thumb follow. First, put anything that changes often, such as dues amounts, event fees or meeting dates, in a policy, not in the bylaws. Second, when documents conflict, state law generally comes first, then the articles, then the bylaws, then policies. A bylaw that contradicts your articles or your state's nonprofit act is likely to be unenforceable.

For 501(c)(3) organizations, the IRS's suggested language for organizing documents puts the purpose and dissolution clauses in the articles. Your bylaws should be consistent with those clauses, not restate them differently.

State Law Comes First

Your state's nonprofit corporation act sets mandatory rules and default rules. Mandatory rules apply whatever your bylaws say. Default rules apply when your bylaws are silent. Bylaws let you choose among the options state law allows.

Washington's law shows how this works in practice:

• If the bylaws don't set a quorum for board meetings, it's a majority of the directors in office; the bylaws may lower it, but not below one-third.
• Directors may not vote by proxy, regardless of what the bylaws say.
• If the bylaws don't set a director's term, it defaults to one year.
• Public charities must have at least three directors.

Other states set different rules. New York, for example, requires at least three directors for every nonprofit corporation. Before you draft, read your state's nonprofit corporation act or your secretary of state's nonprofit guidance, and note every place where you want something other than the default.

Parliamentary rules work the same way. Robert's Rules of Order Newly Revised is written as a set of default rules that apply only where laws and your bylaws don't say otherwise, as its publishers' frequently asked questions explain. Name your parliamentary authority in the bylaws, but write the rules you care about most directly into them.

Decide who your legal members are

Associations often use "member" in two senses: people who pay dues and receive benefits, and people with legal rights in governance. These aren't always the same. Form 990 uses the governance meaning: a member is someone who, under the governing documents or state law, can elect directors, approve significant board decisions, or receive a share of assets.

Say clearly in the bylaws which model you use. A line such as "Supporters called members in our communications have no voting rights under these bylaws" prevents real disputes later.

A Plain-English Model Bylaws Outline

Use this outline as a checklist for a membership association. Each article lists the decisions to make, and some include sample wording written in plain English. Adapt everything to your state's law and your articles; this is a starting point, not a finished legal document.

Article 1: Name and offices

State the exact legal name from your articles and where the principal office is. Allow the board to change the office address by resolution.

Article 2: Purpose

Refer to the purpose stated in the articles rather than rewriting it. If you add a short mission statement, make sure it fits within that purpose; our guide to the association mission statement can help.

Article 3: Members

Decide:

• Classes of membership, such as regular, associate, student or company members, and which classes vote.
• Eligibility and how someone joins (application, approval, payment).
• Dues: say that the board sets dues by policy, without naming amounts.
• Good standing: usually current on dues and not suspended.
• Resignation, suspension and termination, with notice and a chance to respond before removal.

Sample clause: The board sets membership dues and categories by policy. A member is in good standing when their dues are paid and their membership is not suspended. Only voting members in good standing may vote or hold office.

Rules members agree to when they join, such as a code of conduct, can live in a separate membership agreement rather than in the bylaws.

Article 4: Meetings of members

Cover the annual meeting, who can call special meetings, notice periods, quorum and voting methods. Pick a quorum you can actually reach; a fixed number or a modest percentage often works better than a large fraction. If your state allows remote participation or electronic voting for members, authorize it here.

Sample clause: A quorum at a meeting of members is [25] voting members or [10%] of voting members in good standing, whichever is smaller. Members may attend and vote by electronic means if all participants can communicate with each other at the same time, to the extent state law allows.

Article 5: Board of directors

Decide the board's powers, size (a fixed number or a range), qualifications, how directors are elected, terms and classes, term limits, how vacancies are filled, how directors are removed and whether directors are paid. Our guide to building a nonprofit board of directors explains the design choices behind each of these.

Sample clause: The board has [nine] directors, elected by the voting members for staggered three-year terms. A director may serve no more than two consecutive full terms and becomes eligible again after one year off the board. Directors serve without compensation but may be reimbursed for reasonable expenses approved under board policy.

Article 6: Board meetings

Cover regular and special meetings, notice, quorum, voting, remote participation and action without a meeting. Under Robert's Rules, a board may meet by video or phone only if the bylaws authorize it, so say so explicitly, within what your state law allows.

Article 7: Officers

List the officers, how they are elected, their terms and their core duties. Check whether your state requires particular offices.

Wording about terms matters more than it looks. According to the Robert's Rules FAQ, if bylaws say an officer serves for a term "and until a successor is elected," removing that officer early requires formal disciplinary proceedings. If they say "or until a successor is elected," the officer can be removed by a vote. Choose the wording on purpose, or write a removal procedure directly into the bylaws.

Article 8: Committees

Authorize the board to create committees, describe any standing committees, and set limits. If you have an executive committee, define its composition and authority and list the matters reserved to the full board. Distinguish committees of the board, which can act with delegated authority, from advisory committees, which only recommend. A membership committee is usually advisory.

Article 9: Conflicts of interest and indemnification

Require a conflict-of-interest policy adopted by the board, and keep the policy itself outside the bylaws so it's easier to update. Add indemnification of directors and officers and permission to buy insurance, to the extent state law allows. This is a section to have an attorney draft.

Article 10: Finances and records

Set the fiscal year, who can sign contracts and checks (often with dollar limits set by board policy), what records are kept and whether the board must obtain an audit or review.

Article 11: Chapters or affiliates (if any)

Describe how chapters are chartered, what standards they must meet and how a charter can be withdrawn. Our guide to multi-chapter organizations covers the operating side.

Article 12: Amendments

State who can amend the bylaws (the board, the members, or both for different articles), the notice required and the vote needed. A typical approach requires written notice of the proposed amendment with the meeting notice and a two-thirds vote of those voting.

Article 13: Dissolution

Refer to the dissolution clause in your articles and make sure nothing in the bylaws conflicts with it.

Article 14: Parliamentary authority

Name the parliamentary authority that applies when the bylaws and state law are silent, typically the current edition of Robert's Rules of Order Newly Revised.

Drafting Tips That Prevent Disputes

• Use "must" and "may." "Must" (or "shall") creates an obligation; "may" gives a choice. Be consistent.
• Keep numbers that change out of the bylaws. Dues amounts, fees and meeting dates belong in policies.
• Use ranges where your state allows. "Not fewer than 7 nor more than 15 directors, with the exact number set by board resolution" avoids amendments every time the board grows.
• Set quorums for the organization you are becoming, not the one you were when you started.
• Authorize remote meetings and electronic voting explicitly, within your state's rules.
• Define your terms once. If you use "chair," don't switch to "president" two articles later.
• Cross-check against the articles and state law before adoption, and again after every amendment.

Adopting Your First Bylaws

For a new corporation, the initial directors or incorporators usually adopt the bylaws at an organizational meeting, and the minutes record the adoption. The secretary signs a certificate confirming the adopted text and date, and the signed copy goes into the corporate records. For unincorporated associations, the Form 1023 instructions note that bylaws can serve as the organizing document only if they include the organization's name, purpose, date of adoption and the signatures of at least two individuals.

Then think about who will see them:

• IRS: The Form 1023 instructions ask applicants to upload a current copy of their bylaws, including amendments, if they have bylaws.
• The public: Tax-exempt organizations must make their exemption application, including supporting documents, available for public inspection. Bylaws submitted with the application become part of that.
• Members: Publish the bylaws where members can find them, such as your website or member portal.

If you're still forming the organization, our guide on how to start an association covers incorporation and the steps around adopting bylaws.

How to Amend Bylaws

Follow your amendment article exactly; a sloppy amendment process can invalidate the amendment itself.

1. Identify the need. Common triggers include a quorum that's out of reach, new remote meeting needs, board size changes, new membership classes or a change in state law. Washington, for example, adopted a new Nonprofit Corporation Act that took effect on January 1, 2022, a good prompt for Washington organizations to review their bylaws.
2. Draft a redline. A governance committee or bylaws task force prepares a side-by-side comparison of current and proposed wording with a short explanation of each change.
3. Get a legal review for anything touching members' rights, board structure, indemnification or dissolution.
4. Give notice to whoever votes (the board, the members or both) exactly as the bylaws require, including the full text of the proposed amendment.
5. Vote with the required quorum and majority, and record the result in the meeting minutes.
6. Update the master copy with the new text and an amendment history ("Article 4 amended on [Month Day, Year]"), and have the secretary certify it.
7. Tell members and update every published copy.
8. Report significant changes on Form 990 if you file it, and file an articles amendment with the state if the articles changed too.

Which changes the IRS treats as significant

Organizations filing Form 990 report significant changes to their governing documents in Part VI, line 4, and describe them on Schedule O. The Form 990 instructions say not to attach the amended bylaws unless the change involves the organization's name.

Review your bylaws every three to five years even if nothing seems wrong, and right away after a change in state law or a major change in your structure.

Frequently Asked Questions

Are bylaws legally binding?

Yes, within the limits of state law and your articles. Directors and officers are expected to follow them, and actions taken in violation of the bylaws can be challenged. A bylaw that conflicts with state law generally gives way to the statute, so check both when a question comes up.

Do you have to file bylaws with the state?

In most states, no: you file articles of incorporation with the secretary of state and keep bylaws in your own records. Some state agencies, such as charity regulators, may ask for a copy when you register, so check your state's requirements.

Are nonprofit bylaws public?

Not automatically. Federal tax law doesn't require you to publish them, but bylaws submitted with your IRS exemption application become part of the application that you must make available for public inspection. Form 990 also asks whether and how you make governing documents available. Many associations publish their bylaws anyway to build trust with members.

Who can amend the bylaws, the board or the members?

Whoever your bylaws and state law say. Some associations let the board amend most articles but reserve changes to member rights and board elections to a member vote. Check your state's act for any requirement that members approve certain amendments.

What is the difference between bylaws and a constitution?

Some associations use a constitution for their basic, rarely changed rules, such as name, purpose and membership, and bylaws for operating details. Others combine everything into bylaws. For an unincorporated association, the constitution or articles of association often serves as the organizing document. Either structure works if the documents don't conflict.

How often should an association review its bylaws?

Every three to five years as a routine, and whenever your state's law changes, your membership or board structure changes, or you discover a rule you can't follow, such as an unreachable quorum.

Next Steps

1. Find your current bylaws and articles and the amendment history. Confirm which version is official.
2. Read your state's nonprofit corporation act for quorum, board size, officer and committee rules, and list the defaults you want to change.
3. Compare your bylaws against the model outline and mark gaps, outdated numbers and unclear wording.
4. Draft a redline with a governance task force and arrange a legal review.
5. Schedule the vote with proper notice, then update the master copy, tell members and report significant changes on your next Form 990.

Once member classes and voting rights are clear, keeping an accurate list of members in good standing becomes much easier. Our page for associations shows how campai tracks membership, dues status and member records in one place.