Ohio Nonprofit Bylaws
In Ohio, nonprofit bylaws are the regulations the incorporators draft to govern your business internally, including the running of day-to-day operations. Nonprofit bylaws help you conduct your business in an organized fashion. Drafting bylaws and filing your Articles of Incorporation are crucial first steps to starting your Ohio nonprofit. Bylaws help your board of directors know where meeting are held, what fees are due of members, and more.
Northwest Registered Agent can help you get started with our attorney-drafted Ohio nonprofit bylaws template.
Why does an Ohio nonprofit need bylaws?
Your Ohio nonprofit needs bylaws to keep it from being governed by Ohio statutes and laws you may not want. It is correct that you don’t have to file your nonprofit bylaws with the Ohio Secretary of State like your Ohio Nonprofit Articles of Incorporation. Your bylaws still play an important role in establishing your business, though. Here are some important facts to keep in mind when drafting bylaws for your Ohio nonprofit.
1. Adopting nonprofit bylaws is standard practice in Ohio.
While the Ohio Nonprofit Corporation Law sees nonprofit bylaws as regulations and not legal requirements, nonprofits are still advised to draft bylaws. OH § 1702.10 states that nonprofits may adopt bylaws to help govern how the nonprofit is organized and run. But without adopting bylaws, nonprofits must follow Ohio base code, which might not be how you want your business to function.
For instance, OH § 1702.20 outlines how nonprofits should handle voting during their meetings. Ohio code allows for votes to be conducted by mail “or by the use of authorized communications equipment.” Only want in-person voting? If you don’t outline in your nonprofit bylaws how you want these important matters to take place, you’ll be out of luck.
2. Third parties will ask to see your bylaws.
While you don’t have to file your bylaws like your Articles of Incorporation, your bylaws are going to be requested by other agencies. The main reason why many Ohio nonprofits adopt bylaws even though they aren’t legally required is that the IRS requests a copy of your bylaws when applying for 501(c)(3) tax-exempt status. Bylaws also help show the legitimacy of your nonprofit to professional institutions like banks.
3. Nonprofit bylaws allow you more control over your nonprofit.
Since Ohio views bylaws as regulations, the Secretary of State has general or base codes to help nonprofits organize and govern themselves. A great example is how you want your board of directors to hold meetings. If you don’t outline directions, OH § 1702.16 states that if you don’t state in your bylaws when your annual meetings are held, they must take place on the first Monday of the fourth month after the close of each fiscal year. The Ohio Nonprofit Corporation Law has a lot of these base regulations that dictate how your nonprofit is supposed to run if you don’t adopt bylaws. And if you’re not careful in drafting your own bylaws, you may not know what rules and regulations Ohio has for your business.
Want to learn more? Check out our Guide to Nonprofits.
What do Ohio Nonprofit Bylaws include?
Your Ohio nonprofit bylaws should include your nonprofit’s name, business address, and purpose along with specific directions and ordinances for how your nonprofit functions internally. Your bylaws include regulations 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
Essentially, your bylaws provide your nonprofit’s board of directors with clear provisions for how to run your nonprofit.
Are nonprofit bylaws legally binding?
Yes. Even though your nonprofit bylaws aren’t legally required to be filed with the state, your bylaws still act as a binding contractual agreement. All directors, officers, and members are legally required to abide by the bylaws. Any actions taken against the bylaws by you or another member can by subject to legal action.
Are nonprofit bylaws public record?
Yes and no. You do not have to publicly file your nonprofit bylaws with the Ohio Secretary of State. That changes if you plan on applying for 501(c)(3) tax-exempt status with the IRS. You will need to attach a copy of your nonprofit bylaws. And federal law requires the IRS to publicly list all tax-exempt nonprofit bylaws.
Do nonprofit bylaws need to be signed?
No. However, getting your board of directors and members to sign your nonprofit bylaws establishes that everyone is on the same page.
Can nonprofit bylaws be changed?
Yes. OH § 1702.11 says that voting members can change the bylaws. Your nonprofit bylaws outline how and who can amend your bylaws. We recommend routinely reviewing your bylaws for any changes to help your business grow and adapt.
Who adopts nonprofit bylaws?
A majority of the incorporators adopts your nonprofit’s bylaws after filing the Articles of Incorporation. OH § 1702.10 also goes on to state that if the incorporators don’t adopt bylaws within 90 says after the date of incorporation, voting members can have a meeting to adopt them.
Are regulations the same as bylaws in Ohio?
Ohio code refers to bylaws as regulations within the Secretary of State’s legal text.