The Bylaws are the rules of operation for the corporation and are required by state law. Bylaws are not filed with the state. A nonprofit should keep a file of the Bylaws and any associated amendments in the office. Each board member should have access to an up-to-date copy of the Bylaws. Bylaws are filed with the IRS when you apply for tax exemption.

  • Members: Washington nonprofit corporation law permits nonprofit corporations to have members as voting or nonvoting members. If you have members, it is important to be clear why you have members and what their rights are. If you give members the right to vote, you need to clearly state what those voting rights are and provide appropriate provisions for holding meetings.
  • Board of Directors: Under state law, only one director is needed; however, you will need at least three directors if you are seeking tax-exempt status. Usually, the number of directors is described as a range, with a minimum number and maximum number of directors given. The Bylaws also providefor how the directors are elected, length of term, their qualifications, resignation, and removal. It is important the Bylaws have a removal provision for directors.
  • Meetings: The Bylaws provide for how the board meets, how it gives notice of meetings, how it holds special meetings, what a quorum is, and the vote needed for the board to act. Under Washington law, a board can meet in-person or by telephone or some other form of remote communication, as long as everyone can hear everyone else speak at the same time. Chat rooms online are not permitted. You can also meet in the form of writing, called a “consent resolution.” Directors give their consent in writing or by email. Such a consent must be unanimous; that is, every director needs to vote and everyone must vote in favor of the resolution proposed. Washington State Law gives appropriate procedures on how to execute such consents when a director has an interest in the action being considered (called a “conflict of interest”) and, under normal circumstances, would not be able to vote on such matters.
  • Committees: Bylaws often cover the roles of committees. There are two kinds of committees: (1) board committees that can act for the board, upon delegation by the board. There must be at least two directors on a board committee. Non-board members can attend committee meetings and give input but cannot vote. (2) advisory committees, composed of directors and others, give advice and recommendations to the board. Advisory committees do not have the power to act or make decisions for the board.
  • Officers: Officers specified by statute include a president, a treasurer, and a secretary and additional officers (vice-presidents are optional) can be added as necessary. Officer’s duties are described in the Bylaws. A person can hold more than one officer position, but the president and secretary cannot be the same person.
  • Amendments: There’s a provision that describes how the Bylaws are amended. Usually, amendments to the Bylaws require a supermajority vote of the board and sometimes special notice. If the corporation has voting members, this provision may require member approval as well.

These bylaws templates can be used as a starting place for your organization.

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