# Bylaws of [Organization name]

**Organization:** [Legal name], a [state] [nonprofit corporation / unincorporated association]  
**Adopted:** [Date], by the board of directors  
**Last amended:**   

## Article I. Name and purpose

1.1 Name. The name of the organization is [legal name, as in the founding document].  
1.2 Purpose. The organization's purpose is [purpose], as stated in its [articles of incorporation / articles of association].

## Article II. Members

[Option A] The organization has no members. Any action that would otherwise need approval by members needs only approval by the board.  
[Option B] Members are [who qualifies]. A person becomes a member by [how]. Each member has one vote. Dues are [amount, or set by the board]. A member may resign in writing and may be removed by [vote and process].

## Article III. Board of directors

3.1 Powers. The board manages the affairs of the organization.  
3.2 Number. The board has [number] directors [or: no fewer than [minimum] and no more than [maximum]].  
3.3 Election and term. Directors are elected by [the board / the members] at the [annual meeting] for terms of [number] years. A director may serve [number] consecutive terms.  
3.4 Removal. A director may be removed by [vote needed] of [the board / the members].  
3.5 Vacancies. A vacancy is filled by [the board] for the rest of the term.

## Article IV. Officers

4.1 Officers. The officers are a [chair or president], a secretary and a treasurer, elected by the board for terms of [number] years.  
4.2 Duties. The [chair] presides at board meetings. The secretary keeps the minutes and records. The treasurer oversees the finances and reports to the board [frequency].  
4.3 Removal. The board may remove an officer by [vote needed].

## Article V. Meetings

5.1 Regular meetings. The board meets at least [number] times a year. The annual meeting is held in [month].  
5.2 Special meetings. The [chair] or [number] directors may call a special meeting.  
5.3 Notice. Notice of each meeting, with the date, time, place or video link, is given to each director at least [number] days before, by [email / mail].  
5.4 Quorum. A majority of directors in office is a quorum.  
5.5 Voting. A decision of a majority of directors present at a meeting with a quorum is the act of the board, unless these bylaws or the law require more.  
5.6 Remote participation. Directors may take part by video or telephone if everyone can hear each other at the same time.  
5.7 Action without a meeting. The board may act without a meeting if all directors consent in writing, including by email, to the extent the law allows. The consents are kept with the minutes.  
5.8 Rules of order. [Robert's Rules of Order Newly Revised, latest edition] governs where these bylaws and the law are silent.

## Article VI. Committees

The board may create committees and name their members and chairs. A committee may act for the board only to the extent the board delegates authority in writing and the law allows.

## Article VII. Conflicts of interest

A director or officer with a financial interest in a matter before the board discloses it, leaves the discussion and does not vote on it. The disclosure and the vote are recorded in the minutes. The board adopts a written conflict of interest policy that gives the details.

## Article VIII. Fiscal year and records

8.1 Fiscal year. The fiscal year runs from [month and day] to [month and day].  
8.2 Records. The secretary keeps the articles, these bylaws with all amendments, and the minutes of board, committee and member meetings.

## Article IX. Amendments

These bylaws may be amended by [vote needed] of [the board / the members] at a meeting, provided the proposed change was sent with the notice of the meeting at least [number] days in advance.

## Article X. Dissolution

On dissolution, remaining assets go to [one or more organizations exempt under section 501(c)(3)], as provided in the [articles of incorporation / articles of association].

## Certificate of adoption

I certify that these bylaws were adopted by the board of directors on [date].  
  
Secretary: ____________________  Date: __________