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Oklahoma Nonprofit Bylaws

Oklahoma nonprofit bylaws are the operating procedures adopted by the board of directors that dictate or outline how your nonprofit functions internally. Bylaws are where you decide how important matters are voted on, what to pay your officers and directors, and other important information about your nonprofit. Your bylaws will help you dispute any internal issues and guarantee your board and members know how to run your business.

Let’s help you get started with our attorney-drafted Oklahoma nonprofit bylaws template.

Why does an Oklahoma nonprofit need bylaws?

Oklahoma does not require nonprofits to file bylaws like your Oklahoma Nonprofit Certificates of Incorporation, but bylaws are still a requirement to staying in good legal standing. Not only that, but your bylaws are where you get to decide how your nonprofit operates. Bylaws are the rule book and manual for your nonprofit. Here are some factors we want you to remember about Oklahoma nonprofit bylaws.

1. Adopting nonprofit bylaws is standard practice in Ohio.

Oklahoma state statute OK Code §18-1013 doesn’t say nonprofit bylaws are required. However, the processes laid out by the statutes suggest bylaws are expected. For example, after filing your nonprofit’s Certificate of Incorporation, an organizational meeting needs to take place. According to OK Code §18-1012, the purpose of the organizational meeting is to adopt bylaws and handle other important matters to running the nonprofit. While not a legal requirement, nonprofits draft and adopt bylaws as a standard process.

2. Third parties will ask to see your bylaws.

A copy of your nonprofit’s bylaws will be requested by major banks when you or a member of your board goes to open a bank account or credit card. Third parties like to see that your nonprofit is a legitimate business structure and adopting bylaws is a great way of showcasing your business’s legal standing. And 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 bylaws to your application.

3. Nonprofit bylaws allow you more control over your nonprofit.

Your bylaws give you say over how your nonprofit hires, pays, and functions. All very important issues we’re sure you would like a say in. Without bylaws, the board of directors and members have no clear direction for how best to run your business. Bylaws also help you handle disputes as they arise throughout the course of your business.

Want to learn more? Check out our Guide to Nonprofits.

What do Oklahoma Nonprofit Bylaws include?

Oklahoma nonprofit bylaws provide your board of directors clear instructions for how to run your nonprofit, including guidelines 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

Your bylaws should also include any basic information about your nonprofit like its name, business address, purpose. Make sure your nonprofit guidelines outline specific rules and procedures for how your nonprofit will operate internally.

Are nonprofit bylaws legally binding?

Yes. While Oklahoma nonprofit bylaws aren’t required to be filed, your nonprofit’s members and board of directors are still legally required to abide by the bylaws. Any actions taken against your bylaws or that breaks your bylaws can result in legal ramifications.

Are nonprofit bylaws public record?

It depends. The Oklahoma Secretary of State does not require you file or publicly list your bylaws, but the IRS does require a copy of your nonprofit bylaws when applying for 501(c)(3) tax-exempt status. Once approved, the IRS lists your nonprofit’s application, including a copy of your bylaws, publicly on the IRS website.

Oklahoma Nonprofit Bylaws Template

Nonprofit bylaws should be written and reviewed by an attorney. Our attorney has done the initial hard work for you. Use our free attorney-drafted nonprofit bylaws template to get started today!


Do nonprofit bylaws need to be signed?

No. Oklahoma state law does not require your nonprofit bylaws be signed. That being said, having signatures on your bylaws from your board of directors and members guarantees people have read and acknowledged how your business should operate on a day-to-day basis.

Can nonprofit bylaws be changed?

Yes! OK Code §18-1013 says, “The original or other bylaws of a corporation may be amended or repealed by the incorporators, by the initial directors of a corporation other than a nonstock corporation or initial members of the governing body of a nonstock corporation if they were named in the certificate of incorporation.”

Who adopts nonprofit bylaws?

The incorporators, initial directors, or members if they were named in the Certificate of Incorporation.

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