New Jersey Nonprofit Bylaws
New Jersey nonprofit bylaws are your nonprofit’s internal operating manual and procedures of how to do business. The bylaws the nonprofit board of director’s adopts establishes how your nonprofit is run. Bylaws outline your nonprofit’s day-to-day operations, like electing officers and holding important meetings. Drafting bylaws for your nonprofit gives you control over the structure of your New Jersey nonprofit.
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Why does a New Jersey nonprofit need bylaws?
While you don’t have to file your nonprofit bylaws with the Department of Taxation’s Division of Revenue and Enterprise Services like your New Jersey Certificate of Formation, adopting bylaws is an essential and required step in starting your business. Here are some things to keep in mind about New Jersey nonprofit bylaws:
1. Nonprofit bylaws are legally required in New Jersey.
Like many states, New Jersey legally requires nonprofits to adopt bylaws during their initial organization meeting. According to NJ Rev Stat § 15A:2-10, the nonprofit’s board of directors shall adopt initial bylaws. Without bylaws in place, your nonprofit is out of compliance with state requirements.
2. Third parties will ask to see your bylaws.
If you plan on opening a bank account for your New Jersey nonprofit, be aware the banking institution may request a copy of your nonprofit’s bylaws to establish legitimacy. When applying for 501(c)(3) tax exempt status with the IRS, you’ll also need to attach a copy of your bylaws with your application.
3. Nonprofit bylaws allow you more control over your nonprofit.
Even though New Jersey nonprofit bylaws are a legal requirement, they are actually aimed at giving you the power to regulate and govern your nonprofit the way you want. Your nonprofit’s board of directors gets to decide how your nonprofit will operate and function, instead of simply being subject to the default rules of the state—which may not be a great fit for your particular organization.
Want to learn more? Check out our Guide to Nonprofits.
What do New Jersey Nonprofit Bylaws include?
Your New Jersey nonprofit bylaws should contain basic information about your nonprofit, including its name, business address, and purpose. On top of those details you’ll need to outline specific guidelines and rules for how your nonprofit functions internally. Your bylaws should provide your board of directors instructions on how to run your nonprofit, including 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?
Yes. Nonprofit bylaws are more than just nice to have—they are legally binding and can be used in a court of law. Acts done by a member or director of your nonprofit against the bylaws can lead to legal ramifications.
Are nonprofit bylaws public record?
Yes and no. New Jersey does not require you file your bylaws like your Certificate of Incorporation. You will, however, need to share your bylaws with the IRS if you want to file for 501(c)(3) tax-exempt status. The IRS will then make your nonprofit bylaws and application public.
Do nonprofit bylaws need to be signed?
Nope! New Jersey Secretary of State does not require nonprofit bylaws be signed by members or the board of directors. However, it is a step we recommend to keep all members and directors on the same page.
Can nonprofit bylaws be changed?
Yes. In NJ Rev Stat § 15A:2-10, the code instructs that bylaws may be amended by the board of directors unless the power is reserved to the members as stated in your nonprofit’s Certificate of Incorporation. Pay careful attention to New Jersey nonprofit bylaws statues because the code also says that members have the right to put into the bylaws that none of the bylaws can be amended or rejected by the board of directors.
Who adopts nonprofit bylaws?
If there are members named in the Certificate of Incorporation, the members are deemed to have adopted the bylaws, though the board of directors are the ones who actually draft the bylaws. NJ Rev Stat § 15A:2-10 says the board of directors adopts the initial bylaws during the organization meeting. The statute goes on to state, “the initial bylaws of a corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the members, if the certificate of incorporation provides for members.”