Missouri Nonprofit Bylaws
Missouri nonprofit bylaws include the general rules and processes that your nonprofit will follow. From how to hold a meeting to director responsibilities and everything in between, your bylaws work as a how-to manual for you to run your nonprofit. Your board of directors, officers, and employees can refer to your bylaws for emergency procedures and processes.
Writing your bylaws can be complicated—the procedures need to be thorough and not contradict any of the Missouri state legal statutes already in place. Consider using our attorney-drafted template to get started.
Why does a Missouri nonprofit need bylaws?
Your nonprofit bylaws are an internal document that helps you run the organization. Without bylaws, your nonprofit is more likely to face disputes and confusion as there will not be processes already in place. But this isn’t the only reason that your nonprofit needs bylaws. Here are a few more.
1. Nonprofit bylaws are legally required in Missouri.
In Missouri, nonprofit bylaws aren’t just important—they are mandatory. According to MO 355.116, “incorporators or board of directors of a corporation shall adopt bylaws” before or during the first organizational meeting of the board of directors. This is a requirement for all nonprofits in the state of Missouri.
2. Third parties will ask to see your bylaws.
Though your bylaws are functionally an internal document, you might be asked to show your bylaws to outside third parties. When you open a business bank account, your bylaws can be used as proof of existence of your business, for example.
You will also need to share your bylaws if your nonprofit decides to apply for 501(c)(3) tax-exempt status with the IRS.
3. Nonprofit bylaws allow you more control over your nonprofit.
Your bylaws include all of the rules and regulations for how your business should be run. If your bylaws are incomplete, there is room for disputes to occur and for your nonprofit to face legal consequences. When a nonprofit faces a dispute with no clear guidelines in their bylaws for how to handle the situation, the state of Missouri can step in. Then, Missouri will decide if the action taken by the nonprofit was legal or not—taking the control away from the nonprofit’s internal processes. To maintain control over your nonprofit, make sure your bylaws are clear and thorough.
Want to learn more? Check out our Guide to Nonprofits.
What do Missouri Nonprofit Bylaws include?
Missouri nonprofit bylaws include basic information about your nonprofit as well as the guidelines for how your nonprofit will deal with regular processes and complications. Your bylaws should work to give your board of directors a comprehensive look at the day-to-day operations of the organization at a high level. As stated in MO 355.116, your bylaws should work with the state legal statutes and fill in the gaps of procedures. You can include rules on things such as how to:
- add board members
- give notice
- take a vote
- handle conflicts of interest
- compensate directors
- keep records
- amend the bylaws
- dissolve the nonprofits
Are nonprofit bylaws legally binding?
Yes. Your bylaws will be as legally binding as the state legal statutes. This is why it’s important for nonprofits to have clear, accessible bylaws that the board of directors, officers, and employees can refer to easily for legally binding rules and regulations.
Are nonprofit bylaws public record?
They can be. If your nonprofit decides to apply for 501(c)(3) tax-exempt status with the IRS, you’ll need to include your bylaws with the application. The IRS will make your bylaws public.
Do nonprofit bylaws need to be signed?
No. Your bylaws will still be legally binding and hold up in court even without signatures. However, many nonprofits choose to have their board of directors sign the bylaws to make sure that everyone is on the same page
Can nonprofit bylaws be changed?
Absolutely. You can amend your bylaws at any time, for any reason—the process for amendment should be listed in your initial draft of your bylaws. It is important that you update your bylaws to reflect your nonprofit as it grows and changes.
Who adopts nonprofit bylaws?
Missouri state requires that your bylaws are adopted by your incorporators or your board of directors at your first organizational meeting or earlier.