Nonprofit Bylaws

Nonprofit Bylaws

An important step in establishing your nonprofit is to draft and enact Bylaws. Bylaws are your organization’s operating manual.  Section 2.06 of the Vermont Nonprofit Corporations Act, V.S.A. Title 11B, sets forth the few legal requirements for nonprofit bylaws under Vermont Law:

§ 2.06. Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(b) The bylaws may contain any provision for regulating and managing the affairs of the corporation that are not inconsistent with law or the articles of incorporation.

Bylaws are not public documents and are therefore not filed with the State of Vermont, but making them readily available by other means increases your accountability, transparency, and encourages your board to pay closer attention to them. Your board should review them regularly and amend them accordingly as your organization evolves.

Normally, they define, at least:

  • Size of the board of directors and how it will function.
  • Roles and duties of the directors and officers.
  • Rules and procedures for holding meetings, electing or appointing directors (also known in various organizations as trustees, governors, or elders), and officers (President, Vice President, Secretary, Treasurer, etc.).
  • Conflict of interest policies and procedures.
  • How grant monies will be distributed.
  • Other essential corporate governance matters.

Title 11B addresses nonprofit governance matters. Additionally, you can choose different rules, as long as they don’t violate state law and are included in your bylaws. If you choose to follow Vermont statutes, restating them in your bylaws will ensure that all your operating rules are contained in one document.

While we no longer offer sample bylaws, we recommend that you gather samples of the Bylaws of other organizations similar to yours, such as by web-search for “nonprofit bylaws” plus word(s) that describe your nonprofit (e.g., youth, educational, environmental, political, church, etc.); for example, “church nonprofit bylaws.”

Please note that bylaws will be specific to each unique organization, so you will want to write, and amend as needed, them to meet your own nonprofit’s needs.

This page was last updated: 2018-02-13