Louisiana Nonprofit Bylaws
Louisiana nonprofit bylaws are the regulations the board of directors adopts to run your business. Adopting bylaws for your Louisiana nonprofit is an important step in forming your nonprofit. Your bylaws help you deal with any internal issues and ensure your board knows how to operate your business.
We can help you get started with our attorney-drafted Louisiana nonprofit bylaws template.
Why does a Louisiana nonprofit need bylaws?
You don’t have to file your nonprofit bylaws with the Louisiana Secretary of State like the Louisiana Nonprofit Articles of Incorporation. However, your bylaws help you regulate how your business is run and what your board of directors and members should do during daily operations and hiring practices. Here are some important factors to remember about Louisiana nonprofit bylaws.
1. Adopting nonprofit bylaws is standard practice in Louisiana.
LA Code § 12-222 says you “may” adopt bylaws and goes even further to note that bylaws “are merely regulations.” While not required, bylaws are standard because they still help you run and organize your nonprofit. It would be unusual for a nonprofit to operate for long without adopting bylaws.
2. Third parties will ask to see your bylaws.
Louisiana doesn’t require you to file your nonprofit bylaws, but from time to time, you’ll need to show them so members, directors, officers, and their attorneys are aware of them. If you’re applying for tax-exempt status from the IRS under 501(c)(3), you’ll need to attach bylaws to your application.
Additionally, since Louisiana bylaws aren’t required and are only seen as regulations by the state, you’ll need to have people acknowledge them for them to have power. According to LA Code § 12-222, “The bylaws … shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.”
3. Nonprofit bylaws allow you more control over your nonprofit.
Without bylaws, your nonprofit doesn’t have a clear set of rules and regulations governing how your business should operate. Bylaws allow your board of directors to set a clear path for how your nonprofit should run without any issues. If a problem comes up, your bylaws can help you resolve it by having an understood course of action on how situations should be handled.
Want to learn more? Check out our Guide to Nonprofits.
What do Louisiana Nonprofit Bylaws include?
Louisiana nonprofit bylaws include your nonprofit’s name, business address, and purpose along with specific guidelines for how your nonprofit will function internally. Your bylaws should include 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?
Not in the traditional sense. While members are subject to the policies and procedures of bylaws, Louisiana statutes note that nonprofit bylaws are viewed merely as regulations. According to LA Code § 12.222, “the bylaws of a corporation shall operate merely as regulations among the shareholders or the members, and shall not affect contracts or other dealings with other persons, unless those persons have actual knowledge of the bylaws.”
Are nonprofit bylaws public record?
It depends. Are you planning on applying for 501(c)(3) tax-exempt status with the IRS? The IRS is federally required to publicly list all tax-exempt nonprofit bylaws.
Do nonprofit bylaws need to be signed?
No. However, we advise getting signatures of your board members on your nonprofit bylaws. In Louisiana, bylaws aren’t considered acknowledged unless someone has knowledge of them. Having signatures ensures everyone knows how your nonprofit should be run.
Can nonprofit bylaws be changed?
Yes. LA Code 12:1-1020 states the board of directors or members can amend your nonprofit bylaws.
Who adopts nonprofit bylaws?
LA Code § 12.222 states the bylaws may be made by your nonprofit’s board of directors or members.