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Rhode Island Nonprofit Bylaws

Rhode Island nonprofit bylaws are a key document document for organizing and running your nonprofit corporation. Your bylaws list the rules, procedures, and processes that your nonprofit and those acting on your nonprofit’s behalf must follow. Your bylaws are legally binding and work in tandem with Rhode Island state statutes.

We offer a free attorney-drafted bylaws template you can use to craft your own Rhode Island nonprofit bylaws.

Why does a Rhode Island nonprofit need bylaws?

Rhode Island nonprofit bylaws work as a guidebook for your board of directors to run your organization. They are an internal document—meaning that unlike your Rhode Island Articles of Incorporation, you do not need to submit your bylaws with the state. However, bylaws are just as important as your formation documents for several reasons.

1. Nonprofit bylaws are legally required in Rhode Island.

Rhode Island requires your nonprofit to adopt bylaws at its first organizational meeting. As stated in RI § 7-6-16, initial bylaws must be adopted by your board of directors. So, in order to be in compliance with RI law, you must have bylaws.

2. Third parties will ask to see your bylaws.

You are required to attach your bylaws to your 501(c)(3) application if you want to apply for tax-exempt status with the IRS. Additionally, donors might ask to see your bylaws before pledging money to your nonprofit, as proof of your nonprofit’s rules and procedures. Banks might require a copy of your bylaws as proof of existence to open an account.

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

Your nonprofit uses bylaws to organize and manage your nonprofit with the goal of streamlining processes such as resolving internal disputes. If your nonprofit bylaws are unclear or in some way incomplete, your nonprofit might face legal consequences that would have otherwise been avoided. For example, if there is no clear process outlined in your bylaws on how to handle internal conflicts , disputes may end up in court. By having clear, thorough, and detailed bylaws, you can better maintain control of your nonprofit.

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

What do Rhode Island Nonprofit Bylaws include?

Per RI § 7-6-16, your nonprofit bylaws “may contain any provisions… not inconsistent with law or the articles of incorporation.” Your bylaws usually include general information, such as your nonprofit’s purpose and physical address, along with specifics on how you want the organization to be managed.

Your bylaws typically include provisions for how to:

  • add or remove board members
  • hold board meetings
  • vote
  • handle conflicts of interest
  • compensate directors
  • manage emergencies
  • amend the bylaws
  • dissolve the nonprofit

Are nonprofit bylaws legally binding?

Yes. Your nonprofit bylaws are legally binding from the time of adoption until the dissolution of the nonprofit.

Are nonprofit bylaws public record?

Not automatically. Your bylaws are an internal document, first and foremost. However, they can become public record if you apply for 501(c)(3) tax-exempt status with the IRS. This application process includes attaching your bylaws, and the IRS will make your bylaws public.

Rhode Island Nonprofit Bylaws Template

Not sure where to start? Use our attorney-drafted nonprofit bylaws template for free to get started.


Do nonprofit bylaws need to be signed?

No. Legally, no one needs to sign your bylaws to put them in effect. However, many nonprofits do choose to have the board of directors sign the bylaws, as it ensures that everyone is on the same page from the beginning.

Can nonprofit bylaws be changed?

Absolutely. Your board of directors (unless otherwise stated in the bylaws or Articles of Incorporation) may amend your bylaws as your organization grows and changes.

Who adopts nonprofit bylaws?

Your incorporators or your board of directors adopt your bylaws, typically during your nonprofit’s first organizational meeting.

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