Sample Bylaws and Procedures for Your Nonprofit

Nonprofit bylaws act as the rulebook for operating your organization. They will establish procedures, from the specific purpose your organization will set out to do, to who will reside on your board of directors, to how many members can be involved, to many other standards you would like to set forth, in order to help your organization run smoothly. They will also establish precedent, should someone violate a rule.

Below, you’ll find a bylaw sheet with sample nonprofit bylaws for a thrift store. Refer to the example when creating your own bylaws, but remember to remove any language that may not apply to your nonprofit organization, as well as add what you see fit. The IRS does not require specific language to be included in your bylaws. But best practices can ensure your bylaws are clear, concise, and thorough. Make sure to do your research, but don’t overthink it. Good luck!

Bylaw Sheet

BYLAWS OF (NAME OF NONPROFIT), A NOT-FOR-PROFIT CORPORATION

ARTICLE I ORGANIZATION

Section 1

Name – The name of the organization shall be (NAME OF NONPROFIT).

Section 2

Seal – The organization shall have a seal, which shall be in the following form: The seal of the corporation shall be in such form as may, from time to time, be adopted by the Board of Directors.

Section 3

Name Change – The organization may at its pleasure, by a vote of the Board of Directors, change its name.

ARTICLE II PURPOSES

Section 1

Purpose – The specific purpose of this corporation is to operate as a thrift store, selling publicly donated goods to generate revenues. The revenues will be used to create jobs, and any profits generated will be donated to help further the tax-exempt purpose of existing local 501(c)(3)s.

ARTICLE III MEMBERSHIP

Section 1

Membership – This organization shall have no members.

ARTICLE IV BOARD OF DIRECTORS

Section 1

Board Role, Size, and Compensation – The board is responsible for overall policy and direction of the organization, and delegates responsibility of day-to-day operations to the staff and committees. The board shall consist of between 4 and 12 members. The board receives no compensation other than reasonable expenses.

Section 2

Terms – All board members shall serve 2-year terms, but are eligible for re-election.

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 be notified of the meeting and at least 75% of the board members be present.

Section 4

Board Election – During the last quarter of each fiscal year of the organization, 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 accordance with the provisions of these bylaws. The election or re-election of directors shall take place by a 75% board vote. Directors elected shall serve a term beginning on the first day of the next fiscal year.

Section 5

Resignation and Termination – Resignation from the board must be in writing. A board member may be removed by a 75% vote of the remaining directors if sufficient cause exists for removal.

Section 6

Vacancies – When a vacancy on the board exists mid-term, the present board members shall nominate new members. These nominations shall be voted upon at the next board meeting. A majority vote will fill the vacancy. These vacancies will be filled only to the end of the particular board member’s term.

Section 7

Quorum – 75% percent of the members of the Board of Directors shall constitute a quorum.

Section 8

Business Transactions – All major business transactions, such as, but not limited to obtaining debt or lease obligations, must be approved by a 75% board vote.

Section 9

Officers and Duties – There shall be 4 officers of the board, consisting of a Chair, a Vice-Chair, a Secretary, and a Treasurer. Their duties are as follows:

The Chair shall:

• Convene regularly scheduled board meetings.
• Assure corporate records are maintained and properly kept or filed as required by law.
• Report the work of the organization.
• Help plan the development strategy.
• Have the authority to sign checks.

The Vice-Chair shall:

• In the event of the absence or inability of the chair to exercise his office, become acting chair of the organization with all the rights, privileges and powers as if he had been the duly elected chair.
• Have the authority to sign checks.

The Secretary shall:

• Be responsible for keeping records of board actions, including board minutes.
• Maintain custody and write all checks. The secretary may NOT sign checks. The secretary may assign custody and writing of checks to staff agreed upon by the board.

The Treasurer shall:

• Maintain access to and custody of the bank accounts.
• Have the authority to sign checks.
• Help develop fundraising plans.
• Assist in the preparation of the annual budget.

The initial officers of the organization shall be as follows:

• Chair:            (NAME)
• Vice Chair:   (NAME)
• Secretary:     (NAME)
• Treasurer:     (NAME)

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE V COMMITTEES

Section 1

Committees – The Board of Directors shall appoint all committees of this organization, and their term of office shall be for a period of one year, or less if terminated sooner by the action of the Board of Directors.

ARTICLE VI AMENDMENTS

Section 1

Amendments – These bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than 75% of the members.

CERTIFICATION

Adopted by the directors of (NAME OF NONPROFIT)

On:

• (DATE)

By:

• (NAME)
• (NAME)
• (NAME)
• (NAME)

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Free Recorded Webinar: Financial Training for Board Members

Although your mission is the main goal of your nonprofit, raising funds is necessary for growth and longevity, and having your board’s guidance is a big part of that. They act as trustee of your organization’s assets to ensure the organization is well-managed and remains fiscally sound. With this nonprofit board training, your board members can provide more effective governance and oversight of your nonprofit’s financial management policies and activities.

During this nonprofit board training webinar, we cover:

• Typical financial responsibilities and misunderstandings of board members
• Fundamental fiduciary duties for a nonprofit board and its members
• How to read, interpret, and understand the financial reports for the nonprofit you represent