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Mississippi Nonprofit Bylaws

Mississippi nonprofit bylaws are an internal document that helps your nonprofit to stay organized and prepared. Your bylaws work as a rule book for how your nonprofit should operate, offering your board of directors a cheat-sheet for clearly and efficiently handling anything that might come up.

Because of how important your bylaws are for your nonprofit, you might want help getting started. Use our attorney-drafted nonprofit bylaws template for free.

Why does a Mississippi nonprofit need bylaws?

Your nonprofit bylaws help fill in the blanks for your responses as an organization. Whether you need to figure out how to reach a quorum or appoint a new board member, your bylaws should cover it. Plus, your nonprofit bylaws can step in as proof of existence and offer you support in areas that you might not have realized you needed.

Unlike your Mississippi Articles of Incorporation, your nonprofit bylaws are an internal document that you do not have to file with the state. So why should you have them?

1. Nonprofit bylaws are legally required in Mississippi.

Most importantly, your bylaws are legally mandatory in Mississippi. According to MS § 79-11-145, in order to be incorporated, you must have your board of directors adopt nonprofit bylaws.

2. Third parties will ask to see your bylaws.

Your bylaws can be used as proof of your nonprofit’s existence when you’re getting your business bank account or when you’re trying to prove to donors that your organization is safe to invest in. Additionally, if you decide to submit your nonprofit to the IRS for 501(c)(3) tax-exemption status, you will be required to attach your nonprofit bylaws to the application.

3. Nonprofit bylaws allow you more control over your nonprofit.

Your nonprofit bylaws are important for several reasons. One reason is that your bylaws offer your organization steps to take when there is a dispute. Plus, when the bylaws are thorough, there is a smaller chance that a dispute will even occur because in-depth protocols will already be in place.

So if your bylaws are incomplete in some way, there is a higher chance for a dispute. And if there is no clear answer in the bylaws for how the dispute should be handled, you may end up in court, where a judge decides for you if the action taken was legal or not. This takes the control away from the internal processes of the organization and gives the control to the state.

Want to learn more? Check out our Guide to Nonprofits.

What do Mississippi Nonprofit Bylaws include?

Bylaws for a Mississippi nonprofit includes basic information about your business as well as the protocols and procedures for how your nonprofit should function. This includes a variety of topics, including:

  • Board member hiring
  • Voting procedures
  • Compensation
  • Tenure
  • Conflict of interest policies
  • Bylaw amendments
  • Dissolution of the nonprofit

Are nonprofit bylaws legally binding?

Yes. As soon as your board of directors adopts the bylaws at your first organizational meeting, the bylaws are legally binding for the nonprofit and all those acting on its behalf.

Are nonprofit bylaws public record?

Not automatically. The bylaws exist, fundamentally, as an internal document for your nonprofit to use for its governance. However, there is an occasion where the bylaws would become public—if you apply for 501(c)(3) tax-exempt status with the IRS. The IRS requires your bylaws with your application for tax-exempt status, and the bylaws will become public record if you do this.

Mississippi Nonprofit Bylaws Template

Your nonprofit bylaws can be hard to draft. That’s why we offer you a comprehensive, attorney-drafted template that you can download for free.


Do nonprofit bylaws need to be signed?

No. The bylaws are legally binding regardless of if you get board signatures. However, it is common practice to have your bylaws signed, and we recommend it.

Can nonprofit bylaws be changed?

Absolutely. In fact, you’ll likely want and need to adjust your bylaws as your organization—and its goals—grow. The process for how to amend your bylaws should be stated within your initial draft of bylaws itself.

Who adopts nonprofit bylaws?

Your bylaws are adopted by the incorporators or board of directors, typically at your nonprofit’s first organizational meeting.

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