Alabama Nonprofit Bylaws
Alabama nonprofit bylaws are your nonprofit’s internal operating manual and rules of procedure. Bylaws establish not only the day-to-day operations, but they also include how your nonprofit elects officers, what the size of your board is, and how important meetings are held.
Creating bylaws gives your nonprofit an organizational structure and rule book, of sorts, to guide you, your business, and your employees if any issues were ever to arise. Get started with our attorney-drafted bylaws template.
Why does an Alabama nonprofit need bylaws?
While you don’t have to file your Alabama nonprofit bylaws with the Alabama Secretary of State like your Alabama Nonprofit Certificate of Formation, drafting bylaws is an important step in keeping your business running smooth. Here are some things to keep in mind about Alabama nonprofit bylaws:
1. Nonprofit bylaws are legally required in Alabama.
According to AL Code § 10A-2A-2.05, “the incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” Alabama nonprofit bylaws are official legal documents legally required by the Alabama Secretary of State.
2. Third parties will ask to see your bylaws.
You’ll need to show your bylaws when opening a bank account for your nonprofit or applying for tax exempt status with the IRS. Having bylaws for your Alabama nonprofit creates trust between not just you and the state but also donors, supporters, and the people you’re trying to help.
3. Nonprofit bylaws allow you more control over your nonprofit.
Without bylaws, your nonprofit is not only operating in bad standing in Alabama, but it also doesn’t have a clear set of rules governing how business should operate. Bylaws allow you and your board of directors to set a direction for how your nonprofit should be run to stay in legal good standing and running without any issues. If a problem comes up, your bylaws can help you resolve it by having a clear course of action on how various situations should be handled.
Want to learn more? Check out our Guide to Nonprofits.
What do Alabama Nonprofit Bylaws include?
Bylaws for your Alabama nonprofit should include all the important information about your nonprofit (name, business address, purpose, etc.). It should also contain specific rules for how your nonprofit internally functions. Since your Alabama nonprofit bylaws provide your board of directors direct and clear guidance on how to run your nonprofit, your bylaws need to have rules for:
- appointing and removing board members
- notifying members of board meetings and setting locations
- voting and meeting quorum requirements
- treating conflicts of interest
- compensating directors
- maintaining records and meeting minutes
- amending bylaws
- operating under emergency bylaws
Are nonprofit bylaws legally binding?
Yes. In Alabama, nonprofit bylaws are considered contractually binding. Anything done by you or a member of the nonprofit against the bylaws can lead to legal ramifications. Alabama nonprofit bylaws can also be used in a court of law.
Are nonprofit bylaws public record?
Yes and no. You don’t need to file your bylaws with the Alabama Secretary of State. However, the IRS has nonprofits attach their bylaws when nonprofits file for 501(c)(3) tax-exempt status and the IRS makes your nonprofit bylaws and application public.
Do nonprofit bylaws need to be signed?
No. The Alabama Secretary of State does not require nonprofit bylaws be signed. What you should consider is how including signatures from all board members and officers creates an understanding and legitimacy for your nonprofit.
Can nonprofit bylaws be changed?
Yes. You can amend any aspect of your Alabama nonprofit bylaws. Your bylaws establish the process of how the officers can go about amending bylaws.
Who adopts nonprofit bylaws?
At the first organizational meeting, the incorporators or board of directors adopt the initial bylaws for the nonprofit.