A nonprofit organization’s Bylaws govern the Board of Directors and provide the ground rules for how the Board of Directors will function as a governing body by addressing the scope of the Board’s role and its authority and by setting forth basic parameters (e.g., how often the Board members will meet, how Board members are elected, terms of office, etc.). Bylaws are not filed with the Department of State; instead, they reside in the organization’s minute book. Bylaws must comply with Pennsylvania law and they often contain details about Board member eligibility, notice requirements for meetings, the frequency of meetings, and many other important details. Bylaws can provide rules and more protections than the basic default provisions provided for by Pennsylvania’s nonprofit corporation law.

You’ll want to work with legal counsel to finalize your Bylaws. A professional can help you tailor them to your organization’s size and preferences, but our samples provide a basic framework and flag key points for your consideration.

The type of Bylaws your organization will want to adopt will depend on your organization’s governance structure and whether it is an organization with one or more, or no, voting Members.

As noted in Step #2, choosing the right governance structure for your organization is critical. Confer with legal counsel with experience representing nonprofits about this step to choose the governance structure that is right for your organization. For more information about the roles of voting members in a nonprofit organization in Pennsylvania, you’ll want to download our Guide Sheet on the Role of Members in Nonprofit Corporations.

Check out the different types of Pennsylvania-specific sample Bylaws and confer with legal counsel about which type is right for your organization.

• No Members, Just Board Members
• One Founder as the Only Member
• Two Founders as the Only Members

Organizations with multiple members will have more work to do to tailor these templates for their organizations’ needs.