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SAMPLE NONPROFIT BYLAWS.
PREAMBLE
These Bylaws are subject to, and governed by, the Texas Non-Profit
Corporation Act and the Articles of Incorporation of ORGANIZATION. In the
event of a direct conflict between the provisions of these Bylaws and the
mandatory provisions of the Texas Non-Profit Corporation Act, the Texas
Non-Profit Corporation Act will be controlling. In the event of a direct
conflict between the provisions of these Bylaws and the Articles of
Incorporation of ORGANIZATION, these Bylaws will be controlling
.
ARTICLE I – PURPOSE
1.1 General. The purposes for which ORGANIZATION is organized are:
1.1.1 ORGANIZATION is organized and shall be operated exclusively for charitable, scientific,
and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”) or the corresponding section of any future federal
tax code. Specifically, ORGANIZATION shall work to strengthen nonprofits through
consulting, education, networking, and resources.
1.1.2 To engage in any and all lawful activities incidental to the foregoing purposes, except as
otherwise restricted herein.
1.2 Powers. ORGANIZATION is a non-profit corporation and shall have all of the powers, duties,
authorizations, and responsibilities as provided in the Texas Non-Profit Corporation Act; provided,
however, ORGANIZATION shall neither have nor exercise directly or indirectly in any activity, that
would invalidate its status as a corporation that is exempt from federal income taxation as an
organization described in Section 501(c)(3) of the Code.
ARTICLE II – OFFICES
2.1 Principal Office. The principal office of ORGANIZATION shall be located at ADDRESS.
2.2 Other Offices. ORGANIZATION may have such other offices as the Board of Directors may
determine or as the affairs of ORGANIZATION may require from time to time.
ARTICLE III – BOARD OF DIRECTORS
3.1 General Powers and Responsibilities. ORGANIZATION shall be governed by a Board of Directors
(“the Board”), which shall have all of the rights, powers, privileges and limitations of liability of
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directors of a nonprofit corporation organized under the Texas Non-Profit Corporation Act. The
Board shall establish policies and directives governing business and programs of ORGANIZATION
and shall delegate to the Executive Director and ORGANIZATION staff, subject to the provisions
of these Bylaws, authority and responsibility to see that the policies and directives are
appropriately followed.
3.2 Number and Qualifications.
3.2.1 The Board shall have up to NUMBER, but no fewer than NUMBER, members. The number
of Board members may be increased beyond NUMBER members or decreased to less than
NUMBER members by the affirmative vote of a majority of the then-serving Board of Directors. A
Board member need not be a resident of the State of Texas.
3.2.2 In addition to the regular members of the Board, representatives of such other
organizations or individuals as the Board may deem advisable to elect shall be
Ex-Officio Board
Members
, but shall not have voting power, shall not count as one of the regular Board members,
and shall not be eligible for office.
3.3 Board Compensation. The Board shall receive no compensation other than reasonable expenses.
However, provided the compensation structure complies with Sections 6.8 and 6.8.1 of these
Bylaws, nothing in these Bylaws shall be construed to preclude any Board Member from serving
the organization in any other capacity and receiving compensation for services rendered.
3.4 Board Elections. The Governance Committee shall present nominations for new and renewing
Board members at the Board meeting immediately preceding the beginning of the next fiscal year.
Recommendations from the Governance Committee shall be made known to the Board in writing
before nominations are made and voted on. New and renewing Board members shall be approved
by a majority of those Board members at a Board meeting at which a quorum is present.
3.5 Term of Board. All appointments to the Board shall be for three year terms. No person shall serve
more than two consecutive terms unless a majority of the Board at a Board meeting at which a
quorum is present votes to appoint a Board member to one additional year. No person shall serve
more than seven consecutive years. After serving a total of two terms or two terms and one year,
as the case may be, a Board member may be eligible for reconsideration as a Board member after
two years have passed since the conclusion of such Board member’s service.
3.6 Vacancies. Vacancies on the Board may be filled by a majority vote of the Board at a Board
meeting at which a quorum is present. A Board member elected to fill a vacancy shall be elected
for the unexpired term of his or her predecessor in office.
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3.7 Resignation. Each Board member shall have the right to resign at any time upon written notice
thereof to the Board Chair, Secretary of the Board, or the Executive Director. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance
of such resignation shall not be necessary to make it effective.
3.8 Removal. A Board member may be removed, with or without cause, at any duly constituted
meeting of the Board, by the affirmative vote of a majority of then-serving Board members.
3.9 Meetings. The Board’s regular meetings may be held at such time and place as shall be
determined by the Board. The Chair or any four regular Board members may call a special meeting
of the Board on three days’ notice to each member of the Board. Notice shall be served to each
Board member via hand delivery, US mail, e-mail, or fax. The person or persons authorized to call
special meetings of the Board may fix any place, so long as it is reasonable, as the place for
holding any special meeting of the Board called by them.
3.10 Minutes. At meetings of the Board, business shall be transacted in such order as the Board may
determine from time to time. In the event the Secretary is unavailable, the Board Chair shall
appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to
act as Secretary, shall prepare minutes of the meetings which shall be delivered to
ORGANIZATION to be placed in the minute books of ORGANIZATION.
3.11 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or
any action that may be taken at a meeting of the Board, may be taken without a meeting if
consent in writing setting forth the action so taken shall be signed by all Board members. Such
consent shall be placed in the minute book of ORGANIZATION and shall have the same force and
effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written
consent may be executed in multiple counterparts or copies, each of which shall be deemed an
original for all purposes. In addition, facsimile signatures and electronic signatures or other
electronic “consent click” acknowledgments shall be effective as original signatures.
3.12 Quorum. At each meeting of the Board or Board Committees, the presence of the lesser of (a) 7
members, or (b) one-third of the members then serving on the Board (but in no case less than 3)
or committee (but in no case less than 2) shall constitute a quorum for the transaction of business.
If at any time the Board consists of an even number of members and a vote results in a tie, the
vote of the Chair shall be the deciding vote. The act of the majority of the Board members serving
on the Board or Board Committees and present at a meeting in which there is a quorum shall be
the act of the Board or Board Committees, unless otherwise provided by the Articles of
Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present
at a meeting, the Board members present may adjourn the meeting from time to time without
further notice until a quorum shall be present. However, a Board member shall be considered
present at any meeting of the Board or Board Committee if during the meeting he or she is in
radio or telephone communication with the other Board members participating in the meeting.
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3.13 Proxy. A Board member who is unable to attend a meeting of the Board or a Board Committee
may vote by written proxy given to any other voting member of the Board or Committee or
designated staff member who is in attendance at the meeting in question. However, a vote by
proxy will not be counted toward the number of Board members needed to be present to
constitute a quorum for the transaction of business. No proxy shall be valid after three months
from the date of execution. Each proxy shall be revocable unless expressly stated therein to be
irrevocable or unless made irrevocable by law.
3.14 Board Member Attendance. An elected Board member who is absent from three consecutive
regular meetings of the Board during a fiscal year is encouraged to re-evaluate with the Board
Chair his/her commitment to ORGANIZATION. The Board may deem a Board member who has
missed three consecutive meetings without such a re-evaluation with the Chair to have resigned
from the Board.
ARTICLE IV – OFFICERS
4.1 Officers and Duties. The Board shall elect officers of ORGANIZATION which shall include a Chair,
a Chair Elect, a Secretary, a Treasurer, and such assistants and other officers as the Board shall
from time to time determine. The officers may also include a Past Chair for a term of one (1)
year. One person may hold any two or more offices, except the Chair and Secretary.
4.2 Chair. The Chair shall preside at meetings and have the power to call meetings. The Chair shall
be responsible for leadership of the Board in discharging its powers and duties and shall, in
general, supervise and control all of the business and affairs of ORGANIZATION. The Chair may
sign contracts and other instruments on the organization’s behalf.
4.3: Chair Elect. The Chair Elect shall have all powers and duties of the Chair during the Chair’s
absence, disability, or disqualification, or during any vacancy in the position of Chair, and such
other powers or duties assigned by the Chair, the Board, or the Bylaws.
4.4 Past Chair. The Past Chair, if any, shall assist in advancing the goals and objectives of
ORGANIZATION through the application of knowledge gained through past Board experiences.
The Past Chair shall be responsible for specific tasks delegated by the Executive Committee.
4.5: Secretary. The Secretary shall (a) cause the minutes of all Board and Executive Committee
meetings and proceedings to be recorded, (b) certify the accuracy of such minutes, (c) cause
notice of all meetings to be given, (d) attest the signatures of ORGANIZATION’S officers and
Board members as required, (e) sign correspondence on behalf of the Board, and (f) have all
other powers assigned by the Board, the Chair, or these Bylaws.
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4.6 Treasurer. The Treasurer shall have access to records of all receipts, disbursements, assets,
and liabilities of the organization and shall report to the Board on the condition of such records
and financial condition of ORGANIZATION from time to time and at least quarterly. Prior to the
beginning of the fiscal year, the Treasurer shall cause a proposed operating and capital
expenditure budget to be presented to the Board for approval. The Treasurer shall cause to be
prepared and submitted to the Board a financial statement showing ORGANIZATION’s net worth
at the close of the fiscal year and cause a firm of outside certified public accountants to audit
the organization’s books and records at the end of each fiscal year. The Treasurer shall cause all
employees of the organization responsible for the handling of funds to be adequately bonded
and shall report on the fidelity bonds of such employees to the Board annually.
4.7 Election and Term of Office. All officers shall be members of the Board during their terms of
office. Officers shall be elected for a one year term. No officer shall be eligible to serve more
than two consecutive terms in the same office. The officers of the Board shall be elected
annually by the Board at regular Board meetings as terms expire or vacancies otherwise arise. A
vacancy occurring in any office due to death, resignation, removal, disqualification, or any other
reason may be filled by the Board for the unexpired portion of the term of office left vacant.
4.8 Removal. Any officer or agent (e.g., Executive Director) elected or appointed by the Board may
be removed at any time by the affirmative vote of a majority of the Board, but such removal
shall be without prejudice to the contract rights, if any, of the person so removed.
ARTICLE V – COMMITTIES
5.1 Committee Chairs. The Chair may designate and appoint committees of the Board as deemed
necessary. Each Board committee shall be chaired or co-chaired by a Board member appointed
by the Chair or, at the Chair’s discretion, selected by the committee’s members, subject to the
approval of the Board. Non-Board members may be appointed to any Board committees at the
discretion of the Chair.
5.2 Standing Committees. The Board shall maintain the following standing committees: Executive
Committee, Finance Committee, Development Committee, Governance Committee, and Marketing
Committee.
5.2.1 Executive Committee. The Executive Committee shall be composed of the officers of
ORGANIZATION, the chairs of each of the Board committees and, at the Chair’s discretion, two
additional voting Board members. The Executive Committee shall be responsible for conducting
Board affairs in the intervals between meetings, dealing with matters of urgency that may arise
between Board meetings, and coordinating the annual performance review of the Executive
Director. The Executive Committee shall meet at the discretion of the Chair.
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5.2.2 Finance Committee. The Finance Committee shall be composed of three or more Board members,
one of whom shall be the Treasurer. The Finance Committee shall oversee all financial operations
of the organization, develop long-range fiscal plans, procure and review any and all external
audits, and prepare and recommend an annual operating budget to the Board.
5.2.3 Development Committee. The Development Committee shall be composed of three or more Board
members. The Development Committee shall be responsible for the organization's fundraising
activities and shall coordinate its fundraising goals with the Finance Committee and Marketing
Committee.
5.2.4 Governance Committee. The Governance Committee shall be composed of three or more Board
members. This committee shall recommend candidates to fill Board and officer vacancies and shall
present a slate of candidates for officer and Board member positions to the Board before the
regular Board meeting at which approval of recommended candidates will be sought. The
Governance Committee shall also be responsible for overseeing Board governance which shall
include orientation of new Board members, overseeing Board development tactics and programs,
and using best efforts to review and update these Bylaws every two years.
5.2.5 Marketing Committee. The Marketing Committee shall be composed of three or more Board
members. This committee shall focus on raising overall awareness about ORGANIZATION in the
Central Texas community as well as supporting the ORGANIZATION staff and the Development
Committee in furtherance of visibility and development goals.
5.3 Special Committees. The Chair may appoint special committees composed of Board members
and/or non-Board members for purposes deemed appropriate by the Chair (i.e, special fundraising
events, etc.). The term of such committees shall not be more than one year.
5.4 Advisory Council. The Board may maintain an Advisory Council which shall not have nor exercise
the authority, responsibility, or duties of the Board. Except as otherwise provided in such
resolution, members of such Advisory Council need not be Board members. The Board Chair shall
appoint the members thereof. Any member may be removed by the Board Chair whenever, in the
Board Chair’s judgment, the best interests of ORGANIZATION shall be served by such removal.
5.5 Term of Office. Each member of a committee and the Advisory Council shall serve a term of one
year, unless the committee is sooner terminated or unless a committee member is removed from
such committee or Advisory Council.
5.6 Vacancies. Vacancies in the membership of any committee or Advisory Council may be filled by
appointments made in the same manner as provided in the case of the original appointments.
5.7 Quorum: Manner of Acting. The act of the majority of the committee members present at a
meeting at which a quorum is present shall be the act of the committee.
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5.8 Rules. Each committee may adopt rules for its own government not inconsistent with these
Bylaws or with rules adopted by the Board.
ARTICLE VI – MISCELLANEOUS
6.1 Fiscal Year. The fiscal year of ORGANIZATION shall be from January 1
st
to December 31
st
.
6.2 Annual Budget. The Board shall adopt an annual operating budget, which specifies major
expenditures by type and amount.
6.3 Books and Records. ORGANIZATION shall keep correct and complete books and accounting
records and shall also keep minutes of the proceedings of its Board.
6.4 Contracts and Grants. The Board may authorize any officer(s) or agent(s) of ORGANIZATION to
enter into contracts, leases, and agreements with and accept grants and loans from the United
States; its departments and agencies; the State of Texas; its agencies, counties, municipalities,
and political subdivisions; and public or private corporations, foundations, and persons; and may
generally perform all acts necessary for a full exercise of the powers vested in it. The Executive
Director shall have authority to enter into such contracts and expend such funds on behalf of the
organization as the Board may specify.
6.5 Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money,
notes, or other evidences of indebtedness issued in the name of ORGANIZATION shall be signed
by such officer(s) or agent(s) of ORGANIZATION and in such manner as shall from time to time
be determined by resolution of the Board. In the absence of such determination by the Board,
such instruments shall be signed by the Executive Director and co-signed by the Treasurer.
6.6 Deposits. All funds of ORGANIZATION shall be deposited from time to time to the credit of
ORGANIZATION in such banks, trust companies, or other depositories as the Board shall select.
6.7 Acceptance of Gifts. The Board may accept on behalf of ORGANIZATION any cash contribution,
gift, bequest, or devise for the general purposes, or for any special purpose, of ORGANIZATION.
Prior to acceptance of a significant non-cash contribution, gift, bequest, or devise, the Board shall
determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest,
or devise by ORGANIZATION would be consistent with and further the purposes of
ORGANIZATION.
6.8 Contracts Involving Board Members and/or Officers. Upon full disclosure of a direct or indirect
interest in any contract relating to or incidental to the operations of ORGANIZATION, members of
the Board and officers of ORGANIZATION may be permitted to maintain a direct or indirect interest
in any such contract, notwithstanding that at such time they may also be acting as individuals, or
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trustees of trusts, or beneficiaries of trusts, members or associates, or as agents for other persons
or corporations, or may be interested in the same matters as shareholders, trustees, or otherwise;
provided, however, that any contract, transaction, or action taken on behalf of ORGANIZATION
involving a matter in which a trustee or officer is personally interested as a shareholder, trustee,
or otherwise shall be at arm's length and not in violation of the proscriptions in the Articles of
Incorporation or these Bylaws which prohibit ORGANIZATION’S use or application of its funds for
private benefit; and provided further that no contract, transaction, or act shall be taken on behalf
of ORGANIZATION if such contract, transaction, or act would result in denial of ORGANIZATION’S
exemption from federal income taxation under the Code and its regulations, as they now exist or
as they may hereafter be amended. In no event, however, shall any person or entity dealing with
the Board or officers of ORGANIZATION be obligated to inquire into the authority of the Board
and officers to enter into and consummate any contract, transaction or take other action. Any
Board member who would directly or indirectly benefit from a contractual relationship as described
above shall not participate in the decision on whether that Board member shall be permitted by
the Board to maintain such an interest.
6.9 Investments. ORGANIZATION shall have the right to retain all or any part of any property – real,
personal, tangible, or intangible – acquired by it in whatever manner and pursuant to the direction
and judgment of the Board, to invest and reinvest any funds held by it without being restricted to
the class of investments available to trustees by law or any similar restriction.
6.10 Exempt Activities. Notwithstanding any other provision of these Bylaws, no Board member,
officer, employee, or representative of ORGANIZATION shall take any action or carry on any
activity by or on behalf of ORGANIZATION which is not permitted to be taken or carried on by an
organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the
Code and its regulations as they now exist or as they may hereafter be amended, or by an
organization contributions to which are deductible under section 170(a)(1) of the Code and its
regulations as they now exist or as they may hereafter be amended, by virtue of being charitable
contributions as defined in section 170(c)(2) of the Code and its regulations as they now exist or
as they may hereafter be amended.
6.11 Captions. Captions (i.e., article and section headings) are inserted in these Bylaws for convenience
only and in no way define, limit, or describe the scope or intent of these Bylaws, or any provision
hereof, nor in nay way affect the interpretation of these Bylaws.
6.12 Severability of Clauses. If any provision of these Bylaws is held illegal or unenforceable in a
judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder
of these Bylaws shall remain operative and binding.
