Georgia Nonprofit Bylaws
Georgia nonprofit bylaws are your nonprofit’s internal operating manual. Your bylaws establish the rules of procedure to keep your business in good legal standing within Georgia. Bylaws outline your nonprofit’s day-to-day operations, like electing officers and holding important meetings. Creating bylaws gives your nonprofit an organizational structure and rule book to guide your Georgia nonprofit.
Get started with our attorney-drafted bylaws template today!
Why does a Georgia nonprofit need bylaws?
While you don’t have to file your nonprofit bylaws with the Secretary of State like your Georgia Nonprofit Articles of Incorporation, drafting bylaws is an important step in starting your business. Here are some things to keep in mind about Georgia nonprofit bylaws:
1. Nonprofit bylaws are legally required in Georgia.
In Georgia, bylaws are legally required by the state. According to GA Code § 14-3-206, the nonprofit’s incorporators or board of directors shall adopt initial bylaws. Without bylaws in place, your nonprofit is at risk of being penalized.
2. Third parties will ask to see your bylaws.
Looking to open a bank account for your Georgia nonprofit? Banks not only require your EIN and a copy of your Articles of Incorporation, but they’ll also need to see a copy of your bylaws. You’ll also need to attach your bylaws when applying for 501(c)(3) tax exempt status with the IRS.
3. Nonprofit bylaws allow you more control over your nonprofit.
Since your Georgia nonprofit bylaws inform how your business is run, they give you control over issues and disputes. 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. And without bylaws, your nonprofit could lose its good standing with Georgia.
Want to learn more? Check out our Guide to Nonprofits.
What do Georgia Nonprofit Bylaws include?
Georgia nonprofit bylaws should include basic information about your nonprofit (like its name, business address, and purpose) and specific guidelines and rules for how your nonprofit will function internally. Your bylaws should provide your board of directors direction on how to run your nonprofit, including rules for:
- adding or removing board members
- giving notice and holding board meetings
- taking a vote and meeting quorum requirements
- handling conflicts of interest
- compensating directors
- keeping records
- amending the bylaws
- operating during emergencies
- dissolving the nonprofit
Are nonprofit bylaws legally binding?
Yes. Georgia nonprofit bylaws are legal documents and are considered contractually binding. Anything done by you or a member of the nonprofit against the bylaws can lead to legal ramifications.
Are nonprofit bylaws public record?
It depends. While you don’t need to file your bylaws with the Georgia Secretary of State, you will need to share your bylaws with with the IRS for 501(c)(3) tax-exempt status. After which, the IRS makes your nonprofit bylaws and application public.
Do nonprofit bylaws need to be signed?
No. The Georgia Secretary of State does not require nonprofit bylaws be signed. It is a step we recommend to keep all members and directors on the same page.
Can nonprofit bylaws be changed?
Yes! In GA Code §§ 14-3-1020 — 14-3-1022, Georgia outlines specific laws for how nonprofits should go about amending bylaws depending on how the nonprofit is set up. For example, GA Code § 14-3-1020 states, “If a corporation has no members or no members entitled to vote thereon, its incorporators until the organizational meeting of directors and thereafter its board of directors may adopt one or more amendments to the corporation’s bylaws.”
Who adopts nonprofit bylaws?
At the first organizational meeting, the board of directors or incorporators adopt the initial bylaws for the nonprofit.