Starting a Nonprofit: How to Write Nonprofit Bylaws

Writing non-profit bylaws can be one of the more  confusing parts about starting a non-profit, but it doesn't have to be! In this video,  let's demystify bylaws and talk through the steps that you need to take in order  to get them drafted and approved. [Music] Welcome or welcome back to my channel! My name is  Amber Melanie Smith and I'm a non-profit founder and executive director who also makes videos on  YouTube helping people who want to get started on their social impact Journey whether tha

t's  starting a non-profit or a socially conscious business or some other way of doing good in the  community. As always I hope that you find this video is useful and helpful don't forget to give  it a like and a thumbs up to let YouTube know that you want to see more videos like this also if  you're in the process of starting a non-profit or developing a sustainable fundraising plan be  sure to check out my website FounderToFullTime.com where I have a couple of online courses that walk  you thr

ough those two topics so when you're first starting a non-profit bylaws are one of those  things that you've just gotta do to get things up and running and get your official non-profit  status approved by your government but if you're not familiar bylaws are officially defined as the  in internal rules and regulations that guide how a non-profit operates including its structure  decision-making processes and procedures so basically it's a document that outlines how your  board is going to vote a

nd when they're going to vote on major decisions for the organization among  other things so if you're starting a non-profit and you're at this very beginning stage of forming  the organization the bylaws are typically written by the organization's founder or founders with  the help of their board of directors so it's the board's job to ultimately review and approve and  vote on adopting those bylaws and shaping what goes into those bylaws a lot of times I'll get  questions from people from some

of you in fact asking things like what a non-profit's leadership  is allowed to do so things like can aboard fire a Founder can you pay someone to do something for  the organization so well there's certainly rules and laws around some of these things ultimately  what a non-profit does is up to its own bylaws so you can write them to govern yourself and your  organization as you need to within of course legal parameters so the fact of the matter is  not all nonprofits have the same bylaws they'r

e not all operating by this same governing rules  because they're each customizing their bylaws for themselves when they get started now the thing  is though once you write the bylaws and your board votes and the bylaws are adopted you do need to  follow them pretty strictly because deviation or not following your own bylaws is something that  the IRS at least in the United States can penalize you for so make sure that you're only including in  your bylaws stuff that you know you can reasonably

follow like don't say you're going to have a board  meeting every single week if you think that the availability of your board might only be once a  month just put like the minimum that you can that you know for sure you can follow in there so let's  talk through some of the steps that you need to take in order to write your bylaws I do recommend  finding one of the numerous free non-profit bylaw templates online as a foundation just to kind  of get you started with structure so so that you don'

t have to start from scratch alright so  step number one is that you need to make sure your bylaws comply with legal requirements I mentioned  before that your bylaws are your own governing document that you customize but that you do have  to follow your Regional and federal government's laws so every region every country is going to  have different rules on what needs to possibly be included in a non-profits bylaws or what  nonprofits are allowed to do so just make sure you're taking some time

to familiarize yourself  with those so that what you put in your bylaws matches the legal requirements as well and for  those of you in the United States a great place to start is the IRS webpage I'll leave a helpful link  below in the description of this video that kind of outlines some things that you're going to need  to include in your bylaws okay the second thing that you include in your bylaws is a definition  of your organization's purpose and Mission this should be your mission statement

and also just a  really high level overview of your basic goals as an organization this will set the foundation for  the work that you're organization is going to do now if you were to ever change or expand your  mission you would probably need to update that mission statement in your bylaws and re-vote  to re-adopt your bylaws and then resubmit your bylaws to your governing bodies number three  is establishing the organization structure so this is where you outline the basic roles  and respons

ibilities of your board your board officers any committees that you want to have you  don't have to get into an extreme level of detail here but just enough so that they know how to  govern themselves this will also include a clearly outlined process for electing new board members  or removing board members and the terms of office so how many years would a board member serve and  can they be re-elected after that and then how frequently are your board meetings going to be are  they going to be a

t least quarterly are they going to be once a month once again keeping in mind  that you can always choose to meet more often than that but what you put in your bylaws is the  bare minimum number of times that you will meet as a board and if you don't you will be in violation  of your bylaws so you don't want to do that number four is you want to outline some basic decision  making processes so what is the process by which a new policy will be approved by the board  how are decisions going to be

made for example um you know what constitutes a quorum um a quorum  is the minimum number of people that you need to have in order to even launch a vote at all let  alone how many people need to vote for it says how many people have to be there in order for  you to reasonably call for a vote on something so for example um how many people on the board  have to vote in order to pass a new policy or changing the bylaws is it a majority of just  51 is it two-thirds is it three-quarters of the vote

so just be thinking about the logistics  of how um your board should vote in in a way that's both reasonable and meets the needs of  your organization number five is in your bylaws you want to include some information about  addressing Financial or operational matters so for example what is the process for your board  to vote on and approve your annual budget what is your fiscal year going to be as an organization um  and that is the same year that you uh flesh out in your budget so a fiscal yea

r is a period of time  um that you're tracking your expenses and and your um your income so it's a year so your fiscal year  could be just like January 1st through December 31st it could follow the annual calendar it could  also if you wanted it to be be July through June it can be any 12-month period that you want it  to be and it's totally up to you A lot of times an organization will choose what their fiscal  year is going to be based on major influxes of Revenue or expenses so let's say you

know you have  a major fundraiser in May maybe you want to make your fiscal year start in June or July that way  you'll have all the money in to start fresh with the new year and um you will be reporting your  taxes on the fiscal year prior to that and then another part of this is what is your process going  to be for any Financial audits that you would um launch internally to assess your financial  situation or if the IRS calls you and says we're going to audit you what is your process  for dea

ling with that number six is you want to include some conflict resolution mechanisms  so what is your process for resolving a dispute between board members or board and your staff or  you know handling a conflict of interest so one thing you might consider including including here  what are the steps your board would take to assess and handle a potential conflict of interest part  seven is you want to put in rules about how do you update and amend the bylaws themselves does  it take three quarte

rs of your board voting yes to make a change to your bylaws is it two-thirds  so what does that look like how is that handled um also what happens if your organization needs  to dissolve what happens to all of its assets as a non-profit in the United States at least you do  have to give all of your assets to another 501c3 organization they cannot just be distributed to  people or businesses so those are all the steps to draft your bylaws but what do you do after  that well step number eight woul

d be if you can if you have the capacity to do so review your  bylaws with a legal counsel just to make sure you haven't missed anything that everything that  you have in your bylaws is like I said before compliant with your Regional and federal laws  step number nine is the big board vote so your board needs to thoroughly review the bylaws just  do a double check that nothing is in violation of Mission Vision Values or the law as we've talked  about and then your board should vote to approve th

e bylaws and adopt the bylaws as the official  governing document for the organization step 10 is filing your bylaws so obviously you want to  keep an official copy for your organization to refer back to at any time but most jurisdictions  also require you to file them with your state or federal government because they want to hold  you accountable as a non-profit for how you plan to govern yourself so this could be your  secretary of state or the IRS final thing step number 11 is every once in

a while your board  really should be looking at your bylaws and just asking themselves are these bylaws still  meeting our needs are they up with the times and matching our modern operations and if not what  tweaks should we make in order to better match what our our current operations and Mission and  structure looks like so at that point you would look at whatever amendments you all need to take  and the board would vote to make changes to your bylaws in accordance with how you have written  i

n your bylaws the board is allowed to do that okay so while perhaps the bylaws situation  is not the most interesting or exciting step of starting a non-profit as you can see they're  really important in creating the structure that your board needs to operate effectively and of  course they are required by law so it's really important to do them and to do them well I'd  love to hear from you what is your journey in the bylaws process have you already written some  for your organization uh is the

re a particular thing that you're struggling with leave that  in the comments below as I mentioned before if you're in the process of starting a non-profit  or developing a sustainable fundraising plan check out my website foundertofulltime.com  for some educational online resources about those topics I also have a newsletter for change  makers and non-profit leaders where I share tips and strategies and sometimes funding opportunities  that I come across and you can subscribe to that at the lin

k below this video as well finally I  have a Facebook group called Change the World or Bust! We've got 4,000 people in there from  around the world all sharing how they're making an impact and I hope you can come over and  join us there too I hope that you found this video helpful and useful once again I'm Amber  Melanie Smith and I'll see you next time, bye!