Developing Bylaws and Articles of Organization

Bylaws

Bylaws set out your mission and purpose and describe clear process for making policy decisions. They also prevent harm to your group, by providing a legal framework to ensure good decision-making processes. Bylaws are a basis for conducting business.

Bylaws are a framework, not a detailed procedure manual. Bylaws should define:

• Board meetings schedule
• The process for calling a special meeting
• The powers of the board
• The actions the board may take, and the majority required to take those actions
• The duties of the officers of the board
• A conflict-of-interest statement
• An indemnification statement, for organizations carrying Directors and Officers insurance coverage
• Provisions for the removal of board members
• Provisions for dissolving the board

Good Board Practices

In general, boards of nonprofit organizations are usually not paid a salary from their work with the group. Expenses associated with the group's public awareness programs and research or medical programs may be paid or reimbursed by the organization.

For individual and family confidentiality, the organization's patient listing/database is not released except in explicitly permitted ways (such as a contact list for and of members themselves).

The group and members of the Board of directors and Advisory Boards must be sensitive to any appearance of conflict of interest. Signing a conflict of interest form each year is a good idea for all board members.

Articles of Organization

Articles of organization (also called articles of incorporation) are listed in a short document (two to three pages) containing the following information:

• Name of the corporation
• Duration of the corporation
• Purposes for which the corporation is formed
• Provisions for conducting the internal affairs of the organization
• Names and addresses of the incorporators
• Names and addresses of the initial Board of Directors
• Address of the initial registered office and name of initial registered agent of the corporation
• Provision for distribution of assets of the corporation on dissolution

In order to satisfy the IRS, the articles of organization must specify an appropriate organizational purpose, dedication and beneficiary. Therefore it is probably safest and easiest to use the IRS sample articles of organization in IRS Publication 557. Publication 557 is the instructions for completing Form 1023, "Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code."

If your group is incorporated, the IRS wishes to see articles of organization that have been approved and dated by an official of the state in which the group is incorporated. Unincorporated associations may send copies of their organizing documents with a written declaration of their adoption. Articles of organization may be interpreted differently depending on the state in which your organization resides. The Management Assistance Program for Nonprofits offers a collection of resources for learning more about state laws governing specific issues. Also see the IRS Charities page for more information.

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