One of the first tasks involved in forming a nonprofit organization is applying for tax-exempt, or 501(c)(3), status from the IRS. Part of this application includes writing bylaws to be approved by the organization's board of directors. The IRS does not have specific requirements for bylaws, but many states do require that certain items be included. State officials or a nonprofit lawyer can help you navigate these requirements.

Board of Directors

Nonprofit bylaws should include requirements regarding who can serve on the board of directors. Most states require that an organization have a board with at least three directors. In some states, members of the board must be at least 18 years old. Another common requirement is for the board to designate officers of the board, such as president, treasurer and secretary. The secretary's position is important because he keeps the official minutes of the board meetings.

Board Meetings

All states require that the board of directors be notified of board meetings two days to one week in advance. An organization's bylaws should require a certain amount of advance notice of meetings. All states allow organizations to define situations where action can be taken without calling a formal board meeting, and the bylaws also should define these types of actions.

Fiscal Year

The IRS recommends that an organization define a fiscal year in the bylaws. Common fiscal years are the calendar year (January through December) and the school year (July through June). Each organization can determine which works best for it, as long as it's consistent from year to year.


Bylaws should contain language that allows changes to be made to the document. Because bylaws are the founding document of the organization, they should be changed rarely, if at all, but there should be a procedure in place to do so when necessary.