Oregon Nonprofit Bylaws
Oregon nonprofit bylaws govern how your nonprofit operates internally, establishing the rules for keeping records, holding meetings, meeting a quorum, electing officers, handling conflicts of interest, and more. Adopting bylaws is legally required in Oregon, and you’ll need them to open a business bank account and apply for tax-exempt status. Unless you’re a lawyer or a legal whiz, drafting bylaws is no small feat.
To get started, you can use our nonprofit bylaws template, which was prepared by our attorney.
Why does an Oregon nonprofit need bylaws?
Unlike your Oregon Nonprofit Articles of Incorporation, you don’t have to file your nonprofit bylaws with the Oregon Secretary of State. That said, nonprofit bylaws are no less important than your formation paperwork and will likely become public record, especially if your nonprofit seeks tax-exempt status. Here’s why they’re so important.
1. Nonprofit bylaws are legally required in Oregon.
Adopting bylaws isn’t just a suggestion—OR Rev Stat § 65.061 requires it. Specifically, the statute states that the nonprofit’s incorporators or board of directors “shall adopt initial bylaws for the corporation.” So to stay in compliance with Oregon law, your nonprofit needs bylaws.
2. Third parties will ask to see your bylaws.
Opening a bank account for your nonprofit? You’ll need to show bylaws. Applying for tax-exempt status from the IRS under 501(c)(3) of the Internal Revenue Code? You’ll need to attach bylaws to your application. Other third parties—landlords, investors, and donors—will probably also want to view your bylaws before doing business with you.
3. Nonprofit bylaws allow you more control over your nonprofit.
In the absence of bylaws, your nonprofit is vulnerable to unpredictable legal consequences. Why? Without a clear set of rules for how your nonprofit will do things like vote, add directors, or amend Articles of Incorporation, your nonprofit is more likely to face a dispute. And if your nonprofit faces a dispute, it’s possible that the state could become involved in deciding whether the actions your nonprofit took were legal or not. Adopting bylaws can help you to avoid this scenario—minimizing the chances of state involvement and allowing you to retain more control over how your nonprofit handles those important internal processes.
Want to learn more? Check out our Guide to Nonprofits.
What do Oregon Nonprofit Bylaws include?
Bylaws for an Oregon nonprofit should include basic information about your nonprofit (like its name, business address, and purpose) and specific rules for how your nonprofit will function internally. Your bylaws should provide your board of directors comprehensive guidance 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. Your nonprofit bylaws constitute a legally binding agreement on how your nonprofit will operate. If your nonprofit’s employees, officers, or board of directors violate your bylaws, there could be serious legal consequences for your nonprofit as a whole and the individuals acting on your nonprofit’s behalf.
Are nonprofit bylaws public record?
It depends. You don’t need to file nonprofit bylaws with the Oregon Secretary of State. However, if you plan to apply for 501(c)(3) tax-exempt status with the IRS, you’ll need to attach your bylaws to your application. The IRS will make your application (and the attached nonprofit bylaws) public.
Do nonprofit bylaws need to be signed?
Technically, no. Your board could adopt bylaws without signatures, and they’d still likely hold up in court. However, getting the signatures of your board members on nonprofit bylaws is standard practice and sends a signal that everyone is on the same page. We certainly recommend it.
Can nonprofit bylaws be changed?
Yes. In fact, you’ll want to review your bylaws regularly to make sure they’re still working for your nonprofit. If there’s information you need to update or a rule you’d like to change, you can amend your bylaws. The process for doing so should be defined the bylaws themselves.
Who adopts nonprofit bylaws?
Your bylaws are adopted by either the incorporators or the board of directors at your nonprofit’s first organizational meeting.