Arizona Nonprofit Bylaws
Arizona nonprofit bylaws list out how your nonprofit will be governed. Bylaws are legally required by the state of Arizona, and makes the organizational processes smoother and more easily managed. Your bylaws list out everything from how to keep records to how new directors should be hired.
Crafting your nonprofit bylaws can be overwhelming—that’s why we offer attorney-drafted templates to help nonprofits to get started.
Why does an Arizona nonprofit need bylaws?
Unlike your Arizona Articles of Incorporation, your nonprofit bylaws are fundamentally an internal document used for the regulation and governance of you company. Your bylaws are also legally binding. A nonprofit uses bylaws to make—and then legally support—decisions.
1. Nonprofit bylaws are legally required in Arizona.
AZ Rev Stat § 10-3206 states that the board of directors must adopt bylaws. To be in compliance with Arizona state laws, your nonprofit corporation must have completed bylaws that are put into place at the first organizational board of directors meeting.
2. Third parties will ask to see your bylaws.
There are several instances when you might be asked to provide your nonprofit bylaws. Are you opening a business bank account? Applying for tax-exempt status from the IRS under 501(c)(3) of the Internal Revenue Code? You’ll need to provide your bylaws for both of these applications. Donors and investors might also want to see your bylaws to ensure that you have good business practices in place before investing.
3. Nonprofit bylaws allow you more control over your nonprofit.
Without nonprofit bylaws, your corporation is open to disputes that might result in state involvement. The bylaws are a clear and legally binding set of rules and regulations for how disputes should be handled. When a company forgoes bylaws—or creates incomplete bylaws—the nonprofit is open to disputes over things such as voting, amendments, and quorum settling. The state can then get involved in deciding the legal course of action, reducing your control over the nonprofit’s internal processes.
Want to learn more? Check out our Guide to Nonprofits.
What do Arizona Nonprofit Bylaws include?
Nonprofit corporate bylaws can include anything not already covered by the state’s statute. Bylaws that are thorough should include information on: meetings, directors and officers, finances, records, amendments, and emergency procedures. This will allow your board of directors to easily, quickly, and legally deal with situations as they arise.
Are nonprofit bylaws legally binding?
Yes! This is what makes your bylaws so important. Your nonprofit employees, officers, and board of directors will be legally required to uphold the bylaws. If they do not, there could be legal action taken against your nonprofit as a whole and the individual(s) who went against the bylaws.
Are nonprofit bylaws public record?
Not automatically. Your bylaws are an internal document used for maintaining and running good business practices within the corporation. However, if you are applying for tax-exempt status with the IRS, you will have to supply them with your bylaws. Your application—including these bylaws—will be made public by the IRS.
Do nonprofit bylaws need to be signed?
No. Legally, signatures are not required. However, best practice includes signatures from the board of directors. This is an added layer of protection for your nonprofit, as it makes sure that everyone is on the same page and understands your bylaws before they are put into place.
Can nonprofit bylaws be changed?
Absolutely—and your bylaws should change! Your nonprofit’s needs will adjust as you grow and age. Adjusting your bylaws helps keep your practices and protections up to date. And since there is no legal requirement to file your bylaws with Arizona state, the process for updating your bylaws is entirely internal. Plus, as a handy bonus, the document itself includes the process for changing bylaws.
Who adopts nonprofit bylaws?
Your board of directors—or your incorporators—will adopt the nonprofit bylaws at your first organizational meeting, which Arizona legally requires be held.