Iowa Nonprofit Bylaws
Iowa nonprofit bylaws provide an internal operating manual of rules and procedures for your nonprofit. Not only do bylaws outline your nonprofit’s day-to-day operations, but they also include provisions for electing officers, voting, and holding meetings. Bylaws also give your nonprofit an organizational structure and rule book to guide your nonprofit.
Check out our attorney-drafted bylaws template and get started today.
Why does an Iowa nonprofit need bylaws?
Even though you don’t have to file your nonprofit bylaws with the Secretary of State like your Iowa Nonprofit Articles of Incorporation, drafting bylaws helps keep everyone informed about how your business should run. But that’s not all. Here are some things to keep in mind about Iowa nonprofit bylaws:
1. Nonprofit bylaws are legally required in Iowa.
According to IA Code 504.206, incorporators or the board of directors must adopt bylaws for the nonprofit. The Revised Iowa Nonprofit Corporation Act also outlines specific procedures that need to be in your bylaws. For example, IA Code 504.701 states how many meetings your bylaws must contain depending on whether your nonprofit holds meetings of only delegates or members.
For reference, you must outline in your nonprofit bylaws that you’ll hold meetings with members at least once a year. But if you’re only holding meetings for your nonprofit’s delegates, you only need to put into your bylaws that meetings will be held at least once every 6 years.
2. Third parties will ask to see your bylaws.
Your Iowa nonprofit bylaws aren’t required to be made public. However, to obtain 501(c) tax-exempt status for your nonprofit, you’ll have to submit your bylaws along with your application. You’ll also need to provide a copy of your bylaws when opening a bank account for your nonprofit.
3. Nonprofit bylaws allow you more control over your nonprofit.
Iowa requires all nonprofits to adopt bylaws, and state codes outline specific processes that must be included. A few statutes also include what happens in the case that bylaws don’t cover certain topics. For example, IA Code 504.713 states that unless the bylaws direct otherwise “ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.” By creating bylaws for your nonprofit, you can decide issues like quorum size yourself—and ensure you have say over what happens within your company.
Want to learn more? Check out our Guide to Nonprofits.
What do Iowa Nonprofit Bylaws include?
Your Iowa nonprofit bylaws should include all the essential information about your nonprofit like its name, business address, and purpose. Your nonprofit bylaws should also include clear guidelines for the following:
- appointing and removing board members
- notifying members of board meetings and setting locations
- voting and meeting quorum requirements
- navigating conflicts of interest
- compensating directors
- maintaining records and meeting minutes
- amending bylaws
- operating under emergency bylaws
- dissolving the nonprofit
Are nonprofit bylaws legally binding?
Yes. In Iowa, nonprofit bylaws are considered legally binding. Anything done against the bylaws by you or a member of the nonprofit can lead to legal ramifications. Iowa nonprofit bylaws can also be used in a court of law and accessed by members’ attorneys.
Are nonprofit bylaws public record?
It depends. Since your Iowa nonprofit bylaws aren’t required to be filed like your Articles of Incorporation, bylaws aren’t publicly listed by the state. However, if you’re applying for 501(c)(3) tax-exempt status, the IRS requires you to include your bylaws with your application. The IRS then makes your nonprofit bylaws and application public record.
Do nonprofit bylaws need to be signed?
No. Iowa does not require signatures on nonprofit bylaws. But, we highly recommend it. Including signatures from all board members and officers in your bylaws solidifies an understanding and establishes a legitimacy for your nonprofit.
Can nonprofit bylaws be changed?
Yes. IA Codes 504.1021-504.1023 and 504.1031-504.1032 outline specific requirements for amending bylaws through class voting, directors, third parties, and members.
Who adopts nonprofit bylaws?
IA Code 504.206 states that the incorporators or board of directors adopts the nonprofits bylaws.