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Nonprofit Formation:
BYLAWS OF _______________________________________
ARTICLE I -
Name, Purpose
What is the purpose of the organization? (from Articles)
ARTICLE II - Location of Organization
ARTICLE II
- Membership
Will the organization have members?
A large membership from the community (meet annually, elect
board of directors, adopt or revise by-laws or
a membership made of only the board of directors
Membership of an organization need to address
the following:
- Qualifications of membership
- How are they selected?
- What is the length
of membership? Termination, resignation, reinstatement,
etc?
- Powers
- what can be decided by membership?
ARTICLE III - Meetings
- Number of times membership
must meet in a year
- Size for Quorum
- how many must be present to make a decision?
- Who can call
a meeting, what is the amount of notification
to be given to members
- and who will chair the meetings
- Can members vote by proxy,
how? The number of votes needed
to pass a motion
ARTICLE IV - What Will
the Structure of the Board Be?
- Board Role, SIZE,
- Who is ELIGIBLE
- How are they SELECTED
- TENURE - length of service and number of
terms
- REPLACING members - how (ABSENTEEISM)
- REMOVING members - why , how
- COMPENSATION - how much, and for what
ARTICLE V - Meetings
- Number of times membership MUST MEET in a
year
- Who may call a SPECIAL MEETING?
- Size for QUORUM- how many must be present
to make a decision?
- Who can CALL a meeting, what is the amount
of NOTIFICATION to be given to members and who will CHAIR
the meetings
- Can members vote by PROXY, how? The number
of VOTES needed to pass a motion
- What RULES or PROCEDURES will govern the
meeting
ARTICLE VI-
Type and Role of Officers
- What OFFICERS does organization have and
what are they called?
- How are they ELECTED?
- TENURE - how long will they serve?
- REMOVAL and REPLACEMENT
- Specific POWERS and DUTIES
ARTICLE VII - Committees
- What will the structure of the committees be?
- What STANDING COMMITTEES will the organization
have?
- What is the SIZE of the committees and their
DUTIES?
- How many OTHER committees can be formed and
what for what purpose?
- How will committee MEMBERS and CHAIRS be
selected,
- How long will they serve?
ARTICLE VIII
- Special Rules
- INDEMNIFICATION of board members
- CONTRACT authorization
- How will CHECKS and DEPOSITS be handled
- What BOOKS and RECORDS shall be kept and
where will they be located
- What is the FISCAL YEAR of the organization
ARTICLE
IX - Dissolution
If the organization dissolves, how will that be done and what
will be done with its assets?
ARTICLE X
- Amendments
How can by-laws be amended?
These Bylaws were approved at a meeting of the Board of Directors
of
_____________ on _______________________, 19XX.
BYLAWS OF _______________________________________
ARTICLE I
- NAME, PURPOSE
Section 1: The name of the
organization shall be _________________________________.
Section 2: The ______________________________
is organized exclusively for charitable, scientific and educational
purposes, more specifically to ____________________________________________________.
ARTICLE II
- MEMBERSHIP
Section 1: Membership shall
consist only of the members of the board of directors.
ARTICLE III
- ANNUAL MEETING
Section 1: Annual Meeting.
The date of the regular annual meeting shall be set by the
Board of Directors who shall also set the time and place.
Section 2: Special Meetings.
Special meetings may be called by the Chair or the Executive
Committee.
Section 3: Notice. Notice
of each meeting shall be given to each voting member, by mail,
not less than ten days before the meeting.
ARTICLE IV
- BOARD OF DIRECTORS
Section 1: Board Role, Size,
Compensation. The Board is responsible for overall policy
and direction of the Council, and delegates responsibility
for day-to-day operations to the Council Director and committees.
The Board shall have up to _________ and not fewer than __________
members. The board receives no compensation other than reasonable
expenses.
Section 2: Meetings. The
Board shall meet at least __________, at an agreed upon time
and place.
Section 3: Board Elections.
Election of new directors or election of current directors
to a second term will occur as the first item of business
at the annual meeting of the corporation. Directors will be
elected by a majority vote of the current directors.
Section 4: Terms. All Board
members shall serve _____ year terms, but are eligible for
re-election.
Section 5: Quorum. A quorum
must be attended by at least _____ percent of the Board members
before business can be transacted or motions made or passed.
Section 6: Notice. An official
Board meeting requires that each Board member have written
notice two weeks in advance.
Section 7. Officers and Duties.
There shall be five officers of the Board consisting of a
Chair, Vice Chair, Secretary and Treasurer. Their duties are
as follows:
The Chair shall convene regularly
scheduled Board meetings, shall preside or arrange for other
members of the executive committee to preside at each meeting
in the following order:
Vice-Chair, Secretary and Treasurer.
The Vice-Chair will chair
committees on special subjects as designated by the board.
The Secretary shall be responsible
for keeping records of Board actions, including overseeing
the taking of minutes at all board meetings, sending out meeting
announcements, distributing copies of minutes and the agenda
to each Board members, and assuring that corporate records
are maintained.
The Treasurer shall make
a report at each Board meeting.Treasurer shall chair the finance
committee, assist in the preparation of the budget, help develop
fundraising plans, and
make financial information available to Board members and
the public.
Section 8: Vacancies. When
a vacancy on the Board exists, nominations for new members
may be received from present Board members by the Secretary
two weeks in advance of a Board meeting.
These nominations shall be send out to Board members with
the regular Board meeting announcement, to be voted upon at
the next Board meeting. These vacancies will be filled only
to the end of the particular Board member's term.
Section 9: Resignation, Termination
and Absences. Resignation from the Board must be in writing
and received by the Secretary.A Board member shall be dropped
for excess absences from the
Board if s/he has three unexcused absences from Board meetings
in a year. A Board member may be removed for other reasons
by a three-fourths vote of the remaining directors.
Section 10: Special Meetings.
Special meetings of the Board shall be called upon the request
of the Chair or one-third of the Board. Notices of special
meetings shall be send out by the
Secretary to each Board member postmarked two weeks in advance.
ARTICLE V
- COMMITTEES
Section 1: The Board may
create committees as needed, such as fundraising, housing,
etc. The Board Chair appoints all committeechairs.
Section 2: The five officers
serve as the members of the Executive Committee. Except for
the power to amend the Articles of Incorporation and Bylaws,
the Executive Committee shall have all of the powers and authority
of the Board of Directors in the intervals between meetings
of the Board of Directors, subject to the direction and control
of the Board of Directors.
Section 3: Finance Committee.
The Treasurer is chair of the Finance Committee, which includes
three other Board members. The Finance Committee is responsible
for developing and reviewing fiscal procedures, a fundraising
plan, and annual budget with staff and other Board members.
The Board must approve the budget, and all expenditures must
be within the budget. Any major change
in the budget must be approved by the Board or the Executive
Committee. The fiscal year shall be the calendar year. Annual
reports are required to be submitted to the Board showing
income, expenditures and pending income. The financial records
of the organization are public information and shall be made
available to the membership, Board members and the public.
ARTICLE VI
- AMENDMENTS
Section 1: These Bylaws may
be amended when necessary by a two-thirds majority of the
Board of Directors. Proposed amendments must be submitted
to the Secretary to be sent out with
regular Board announcements.
These
Bylaws were approved at a meeting of the Board of
Directors of _____________ on _______________________, 19XX.
655 Broadway, Suite 300, Denver, CO 80203-3426
303.623.1540 
800.516.6284
f: 303.623.1567
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