North Carolina Nonprofit Bylaws
North Carolina nonprofit bylaws are an organizational tool like a user manual for your nonprofit. Your bylaws consist of all of the rules you want your nonprofit and those acting on its behalf to follow—like procedures for emergencies and responses to common occurrences.
Worried about drafting yours from scratch? You can use our free attorney-drafted nonprofit bylaws template to get you started.
Why does a North Carolina nonprofit need bylaws?
Your North Carolina nonprofit bylaws offer your board of directors a guide for how to run your nonprofit. Comprehensive and legally binding, your nonprofit bylaws are an important document, a lot like your North Carolina Articles of Incorporation, except that you do not need to file bylaws with the state. There are quite a few reasons to carefully draft your bylaws—we detail them below.
1. Nonprofit bylaws are legally required in North Carolina.
According to NC § 55A-2-06, the board of directors “shall adopt initial bylaws” at the first organizational meeting. In order for your nonprofit to stay in compliance with North Carolina law, you must adopt your bylaws.
2. Third parties will ask to see your bylaws.
Your bylaws are technically an internal document, but you may choose to share them with outside parties. You might use your bylaws to show potential donors that your nonprofit is organized and prepared for future eventualities. Bylaws can also be used as proof of existence for your nonprofit while opening up your business bank account. Additionally, you will be required to share your bylaws with the IRS if you choose to apply for 501(c)(3) tax-exempt status.
3. Nonprofit bylaws allow you more control over your nonprofit.
Your bylaws work as a how-to manual for running your nonprofit. Therefore, when your nonprofit bylaws are insufficient or incomplete in some way, you might end up in situations without a plan in place. If a dispute occurs and there is no bylaw to offer next-steps, you’ll be subject to North Carolina’s default statutes, which may or may not be a good fit for your nonprofit. This takes the control over your internal processes away from your business.
Want to learn more? Check out our Guide to Nonprofits.
What do North Carolina Nonprofit Bylaws include?
North Carolina nonprofit bylaws can include anything “that is not inconsistent with law or the articles of incorporation,” according to NC § 55A-2-06. This includes processes for things such as:
- adding board members
- removing board members
- holding board meetings
- holding a vote
- handling conflicts of interest
- compensating directors
- handling emergencies
- amending the bylaws
- dissolving the nonprofit
Are nonprofit bylaws legally binding?
Yes! Nonprofit bylaws are as legally binding as your Articles of Incorporation and your state’s legal statutes. Often, nonprofits put all the legally binding procedures into their bylaws so they only have to reference one document.
Are nonprofit bylaws public record?
Sometimes. Your bylaws are functionally an internal document. However, if you choose to apply for 501(c)(3) tax-exempt status, you will have to attach your bylaws to your application, and the IRS will make your bylaws public.
Do nonprofit bylaws need to be signed?
No. Your bylaws are binding even without signatures. However, we do recommend it. Most nonprofits have their board members sign, as this makes sure that everyone is on the same page and prevents potential disputes down the road.
Can nonprofit bylaws be changed?
Yes. The process for how to amend your bylaws should be listed in the initial draft. You’ll want to change your bylaws as your organization grows to make sure that your bylaws are up to date.
Who adopts nonprofit bylaws?
At the first organizational meeting, your incorporators or your board of directors will adopt your initial bylaws.