Nebraska Nonprofit Bylaws
Your bylaws act as the foundation for your Nebraska nonprofit by establishing the rules for your organization’s internal operations. These rules guide your board of directors through making decisions and taking action in situations such as managing members, keeping records, and handling conflicts of interest. Strong bylaws keep your nonprofit operating smoothly and prevent clashes between members over procedure.
Our attorney has drafted a nonprofit bylaws template to help you get the ball rolling on crafting your bylaws today.
Why does a Nebraska nonprofit need bylaws?
Even though you don’t need to file your bylaws with the Nebraska Secretary of State like your Nebraska Articles of Incorporation, creating your bylaws is part of the formation process. It’s also very probable that your bylaws will become public record. Having well-drafted bylaws reinforces the legitimacy of your organization and is critical to your nonprofit’s success.
1. Nonprofit bylaws are legally required in Nebraska.
According to Nebraska state law, your nonprofit is legally required to have bylaws. Nebraska Revised Statutes § 21-1925 states that “incorporators or board of directors of a corporation shall adopt bylaws.” In legal speak, “shall” means “must,” meaning that to keep your nonprofit in compliance with the law, you need bylaws.
2. Third parties will ask to see your bylaws.
It’s very common for third parties to ask to see your bylaws. For example, if you apply for tax-exempt status, you’ll need to show you bylaws to the IRS. Banks, landlords, investors, and partnering organizations will also usually request to see your bylaws before making financial arrangements or doing business with your nonprofit.
3. Nonprofit bylaws allow you more control over your nonprofit.
Comprehensive bylaws allow your Nebraska nonprofit to maintain control over your organization and its resources. How? Not having bylaws or having weak bylaws opens up your nonprofit to disputes between members over policy. For example, if your bylaws don’t contain clear rules for dealing with a potentially contentious circumstance like confronting an officer about a conflict of interest and members of your board disagree about how to handle the situation, a dispute between members could occur. Disputes are dangerous because they can lead to legal action against your nonprofit, including state investigations and lawsuits, which can be invasive and expensive. Protect your Nebraska nonprofit with strong bylaws.
Want to learn more? Check out our Guide to Nonprofits.
What do Nebraska Nonprofit Bylaws include?
Your Nebraska nonprofit bylaws should contain a lot of information about your organization. Your bylaws should start with the essential information about your nonprofit, such as its name, address, and purpose. The rest of your bylaws should lay out the specific rules and regulations for running your nonprofit, including:
- managing board members and meetings
- taking votes and meeting quorum requirements
- compensating members
- keeping records
- dealing with conflicts of interest
- merging or dissolving your nonprofit
- amending your bylaws
- operating during emergencies
Your bylaws can include any additional provisions that apply specifically to your nonprofit, provided that those provisions are not inconsistent with the law or your articles of incorporation.
Are nonprofit bylaws legally binding?
Yes, your nonprofit bylaws are a legally binding contract. Your members must adhere to your bylaws’ rules for governing your nonprofit. If one of your employees, officers, or board members violates your bylaws, there could be serious legal repercussions for the individual who acted in bad faith and your nonprofit as a whole.
Are nonprofit bylaws public record?
Whether your Nebraska nonprofit bylaws become public or remain private depends on your organization. Technically, you could keep your bylaws off the public record because you aren’t required to submit them to the state as part of the incorporation process. However, your bylaws will automatically become public if you seek 501(c)(3) tax-exempt status. The IRS requires all 501(c)(3) applicants to attach copies of their bylaws to their applications, and all of these applications are made public. Your nonprofit may also decide to publish your bylaws to foster a sense of accountability with your donors and community.
Do nonprofit bylaws need to be signed?
No, your Nebraska nonprofit bylaws do not need to be signed. With that said, having your board of directors sign your bylaws is standard practice, and we highly recommend it. Your board’s signatures show that your directors agree to respect your nonprofit’s vision and organizational integrity.
Can nonprofit bylaws be changed?
Yes, your nonprofit bylaws can be changed as many times as necessary. To ensure that the amendment process runs smoothly, include a provision in your bylaws that defines who has the power to make amendments and what procedures they must follow to do so. Keep your bylaws up-to-date by reviewing them regularly.
Who adopts nonprofit bylaws?
Your board of directors or incorporators adopt your nonprofit bylaws at your nonprofit’s initial organizational meeting (NRS § 21-1924).