Bylaws Template (US)

Updated on September 24, 2026

Bylaws are internal operating rules, but they are not a magic constitution that can override the certificate of incorporation, articles, state statute, tax-exempt commitments or shareholder/member rights. The Jotform source mixes nonprofit, membership corporation, cooperative and for-profit corporation concepts while misspelling "principal office" in its first heading.

This US master is drafted as a flexible bylaws framework for a corporation or nonprofit corporation, with prompts that make the entity choice visible. It covers principal office, purpose, members or shareholders, board size and election, meetings, notices, quorum, voting, officers, committees, records, conflicts, indemnification, fiscal year, amendments and dissolution. It also points users to state law and tax-exempt organization sources instead of claiming one universal bylaw form is compliant everywhere.

6 of 12 blanks filled

Tap any highlighted blank in the document below and type straight into it.Free — no sign-up, no watermark

Bylaws

Organization:
Entity type:
Formation state:
Adoption date:

1. Name and principal office

The name of the organization is . Its principal office is . The board may change the principal office and may establish additional offices as permitted by the charter documents and applicable law.

2. Purpose

The organization is formed for this purpose: . The organization may exercise powers permitted by its charter documents and applicable law, subject to any tax-exempt, nonprofit, public-benefit or shareholder limitations that apply.

3. Members or shareholders

OptionalOrganization has members

Member or shareholder structure: . Admission, voting rights, dues, transfer rights, suspension, termination and meeting rights must follow the charter documents and applicable law.

4. Board of directors

The affairs of the organization are managed under the direction of the board. The board size is . Directors serve unless they resign, are removed, are replaced, or their successors are elected and qualified.

5. Board meetings, notice and quorum

Regular and special board meetings may be held in person or by remote communication where permitted. Notice must be given before a meeting unless waived. Quorum is . Actions require the vote required by law, the charter documents or these bylaws.

6. Officers

The board may elect a president or chair, secretary, treasurer and other officers. Officers have the duties assigned by the board, these bylaws and applicable law. No officer may bind the organization outside approved authority.

7. Committees

The board may create committees and delegate authority permitted by law. A committee may not approve actions reserved to the full board, members or shareholders unless applicable law and the charter documents permit it.

8. Conflicts of interest

A director, officer or committee member with a financial or personal interest in a matter must disclose the interest before action is taken. The interested person should not vote unless law and the conflict policy permit participation. The minutes should record disclosure, recusal and approval.

9. Records and reports

The organization will keep minutes, financial records, ownership or membership records, policies, tax records and governing documents. Inspection rights are governed by applicable law, charter documents and reasonable confidentiality procedures.

10. Indemnification

The organization may indemnify directors, officers, employees and agents, and may advance expenses or purchase insurance, only to the extent permitted by applicable law and the charter documents.

11. Fiscal year and finances

The fiscal year is . The treasurer or other authorized officer will maintain financial records, provide reports to the board and support tax, registration and reporting obligations.

12. Nonprofit dissolution

OptionalInclude nonprofit dissolution language

13. Amendments

These bylaws may be amended by the vote required by applicable law, the charter documents and these bylaws. Amendments should be recorded with the minutes and circulated to directors, officers, members or shareholders entitled to notice.

Secretary or authorized officer

Date signed:

Bylaws sit below the charter and statute

Delaware General Corporation Law, for example, authorizes bylaws but also controls what the certificate of incorporation must contain and what corporate acts require filings. Other states have their own corporation and nonprofit corporation statutes. If the bylaws conflict with the charter or mandatory state law, the bylaws may fail.

This template tells users to identify the entity type, formation state and charter documents first. It avoids the Jotform mistake of blending all organizations into one generic "Corporation" without explaining whether the organization has shareholders, members, directors or nonprofit tax constraints.

Board and meeting mechanics need numbers

A bylaw should not only name a board. It should state board size or range, term length, election method, resignation, removal, vacancies, regular meetings, special meetings, notice period, waiver, remote participation, quorum and voting threshold. Those are the rules people reach for during conflict.

The master uses fields for board range, quorum, notice and voting thresholds. It also includes written consents and emergency or remote meeting language only as operational rules, with state-law review required where mandatory procedures apply.

Members, shareholders and nonprofit stakeholders are different

A for-profit corporation may have shareholders with voting rights tied to shares. A nonprofit corporation may have statutory members, no members, classes of members, or only a self-perpetuating board. A trade association or club may need dues, admission and discipline rules. Mixing those systems can create invalid votes and angry stakeholders.

This template makes membership optional. If the organization has members, the bylaws define classes, rights, dues, meetings, quorum and termination process. If it has no statutory members, the document says governance sits with the board unless the charter or law provides otherwise.

Conflicts, records and indemnification are governance controls

Jotform includes a short conflict section but does not give a procedure. A better bylaw requires disclosure, recusal, disinterested approval, minutes and annual statements. Records rules should specify books, minutes, financial records, member/shareholder access and retention without promising access broader than state law.

Indemnification also needs care. Directors and officers often expect protection, but state law, charter language, insurance and public-policy limits control scope. This template includes indemnification and advancement prompts with a state-law caveat rather than a sweeping promise.

Tax-exempt organizations need extra discipline

The IRS says federal tax law does not require specific bylaw language for most organizations, but state law may require nonprofit corporations to have bylaws and nonprofits generally find internal operating rules advisable. Tax-exempt organizations also need records, annual accounting periods, private-inurement awareness and consistency with their exemption application.

This page does not claim that the bylaws qualify an organization for exemption. It points nonprofit users to tax and state-law review, adds fiscal-year and private-benefit cautions, and keeps dissolution language tied to applicable law and charter obligations.

Bylaws clause guide

Name and principal office: States legal name, formation state, principal office and registered-office relationship.
Purpose and powers: Aligns organizational purpose with the charter, tax status and state law.
Members or shareholders: Defines classes, rights, dues, meetings and termination only if the organization actually has members or shareholders.
Board of directors: Sets board size, term, election, resignation, removal and vacancies.
Meetings, notice and quorum: Controls regular/special meetings, remote participation, notice, waiver, quorum and voting.
Officers: Defines president/chair, secretary, treasurer and other officer duties and authority limits.
Committees: Allows committees while reserving actions that only the board may take.
Conflicts of interest: Creates disclosure, recusal, approval and minute-taking procedures.
Records and reports: Covers minutes, books, financial reports, inspection rights and retention.
Indemnification and insurance: Provides director/officer protection only to the extent allowed by law and charter documents.
Amendments and dissolution: Sets approval thresholds and points dissolution assets or remaining property to the charter and law.

US bylaws checklist

Bylaws depend on state entity law, charter documents and tax status. Use this checklist before adopting or amending them.

Check state corporation or nonprofit law
Delaware law, for example, includes a specific bylaw provision in DGCL 109 and also controls charter filings and corporate powers. Other states differ.
Delaware General Corporation Law
Align with the certificate or articles
Bylaws should not contradict the certificate of incorporation, articles, statement of purpose, share rights, member rights or mandatory statute.
Do not copy nonprofit terms into a for-profit company
Membership classes, dues, public-benefit dissolution and tax-exempt language may be wrong for a stock corporation or LLC.
Use IRS nonprofit guidance carefully
The IRS says federal tax law does not require specific bylaw language for most organizations, although state law may require nonprofit bylaws and internal rules are generally advisable.
IRS exempt organization bylaws
Set an annual accounting period
IRS exempt-organization guidance notes that organizations keep books and returns based on an annual accounting period, commonly calendar or fiscal year.
IRS exempt organization bylaws
Record conflicts in minutes
A conflict rule should require disclosure, recusal where appropriate, disinterested approval and minutes showing the process.
Review indemnification limits
Indemnification, advancement and insurance depend on state law and charter language. Do not promise protection beyond what law permits.

How to complete this bylaws

Identify the entity. Enter legal name, formation state, entity type, charter documents and tax status.
Choose governance model. Decide whether governance sits with shareholders, statutory members, non-voting members or a self-perpetuating board.
Set board mechanics. Add board size, terms, election, vacancies, removal, meetings, notice, quorum and voting thresholds.
Define officers and committees. State officer duties, signature authority, committee powers and limits.
Add control policies. Include conflicts, records, indemnification, fiscal year and financial-report rules.
Adopt and store. Approve bylaws using the required incorporator, board, member or shareholder action and keep them with minutes and charter documents.

Frequently asked questions

Are bylaws required?

State law decides. The IRS says federal tax law does not require specific bylaw language for most organizations, but state law may require nonprofit corporations to have bylaws and internal rules are generally advisable.

Are bylaws the same as articles of incorporation?

No. Articles or a certificate of incorporation are filed charter documents. Bylaws are internal operating rules adopted under the charter and state law.

Can an LLC use bylaws?

Usually an LLC uses an operating agreement, not corporate bylaws. Some organizations use internal rules informally, but the main LLC governance document is normally the operating agreement.

Should a nonprofit use this template?

It can be a starting point, but nonprofit users need state nonprofit law, tax-exempt purpose, private-benefit, member, fiscal-year and dissolution language tailored to their facts.

Who adopts bylaws?

That depends on state law and the charter. Initial bylaws may be adopted by incorporators or directors; later amendments may require board, member or shareholder approval.

What quorum should we use?

Use a threshold allowed by state law and practical for the board or membership size. The bylaws should state quorum clearly for board meetings and, if applicable, member or shareholder meetings.

Can meetings be remote?

Often yes if state law and the bylaws allow it, but rules differ. Add remote participation, notice, identity verification and recordkeeping language if the organization expects online meetings.

How often should bylaws be reviewed?

Review them after formation, major financing, tax-exempt application changes, board growth, membership changes, new state filings, or any dispute showing the rules are unclear.

Related templates

Disclaimer

This template and guide are general information only, not legal, tax, accounting, securities, real-estate, employment, competition, lending, or regulatory advice. No attorney has reviewed your facts. Check current federal, state, local and industry rules before signing.