Nevada Nonprofit Bylaws
Nevada nonprofit bylaws are the internal rules and operating procedures your nonprofit is governed by. Drafting bylaws for your nonprofit is an essential step in organizing your nonprofit. Your bylaws will help you throughout the day-to-day running of your business. Bylaws also help with any internal issues and ensure the nonprofit’s board of directors knows how to operate your business.
We can help you get started with our attorney-drafted Nevada nonprofit bylaws template.
Why does a Nevada nonprofit need bylaws?
You don’t have to file your nonprofit bylaws with the Nevada Secretary of State like your Nevada Nonprofit Articles of Incorporation. However, you’ll still need to draft and adopt a set of nonprofit bylaws to help your business, officers, and board of directors. Bylaws are a crucial step in establishing your nonprofit. Here are some important factors to remember about Nevada nonprofit bylaws.
1. Adopting nonprofit bylaws is standard practice in Nevada.
Nevada doesn’t require nonprofits to adopt bylaws, but the practice is standard for nonprofits since it allows business owners more control over how their business is run. A nonprofit without bylaws is one operating without a clear direction or set rules to keep the business functioning efficiently.
2. Third parties will ask to see your bylaws.
Even though Nevada nonprofit bylaws aren’t required by the state, third parties will still need to see your bylaws throughout the course of your business’s life. If you’re applying for tax-exempt status from the IRS under 501(c)(3), you’ll need to attach a copy of your nonprofit’s bylaws. Want to open a bank account in Nevada for your nonprofit? You’ll need to provide a copy of your bylaws along with other important documents to prove your nonprofit’s legitimacy and your power to open a bank account for the nonprofit.
3. Nonprofit bylaws allow you more control over your nonprofit.
Nevada is one of those states that has very specific codes for nonprofits. If your bylaws don’t include specific information, your business will be run and ruled by generic Nevada code. For instance, NV NRS 82.271 states, “Unless the articles or the bylaws provide for a different proportion, a majority of the board of directors or delegates of the corporation, at a meeting duly assembled, is necessary to constitute a quorum.”
But suppose a simple majority doesn’t work for your nonprofit? The easiest solution is to lay out an alternative in your bylaws. By adopting bylaws for your Nevada nonprofit, you’ll be ensuring your business is run exactly how you want.
Want to learn more? Check out our Guide to Nonprofits.
What do Nevada Nonprofit Bylaws include?
Your Nevada nonprofit bylaws should include clear guidelines and rules for how to run your nonprofit, including processes for:
- adding or removing board members
- giving notice and holding board meetings
- voting and meeting quorum requirements
- handling conflicts of interest
- compensating directors
- keeping records
- amending the bylaws
- operating during emergencies
- dissolving the nonprofit
Additionally, your Nevada nonprofit bylaws should include basic information about your nonprofit (like its name, business address, and purpose).
Are nonprofit bylaws legally binding?
Yes. While your Nevada nonprofit bylaws aren’t filed with the Secretary of the State, they can still be used during legal proceedings and disputes. All directors, officers, and members are legally required to abide by the bylaws.
Are nonprofit bylaws public record?
Yes and no. In Nevada, you do have to provide a copy at your principal office that can be inspected by request. You’ll also have attach a copy when you file for 501(c)(3) tax-exempt status with the IRS, and the IRS is federally required to publicly list all tax-exempt nonprofit bylaws.
Do nonprofit bylaws need to be signed?
No. However, getting signatures of your board members on nonprofit bylaws keeps everyone on the same page. It is a step we highly recommend.
Who cannot amend nonprofit bylaws?
Committees formed by the board of directors. NV NRS 82.206 states that committees cannot amend or alter bylaws.
Who adopts nonprofit bylaws?
Members or directors. Specifically, NV NRS 82.201 goes on to say, “Unless otherwise provided in the articles and subject to the bylaws adopted by the members, if any, directors may make the bylaws of the corporation.”