South Carolina Nonprofit Bylaws
South Carolina nonprofit bylaws lay out the rules for running your organization and the responsibilities of your members. Bylaws clearly define the actions your members should take in situations like emergencies and conflicts. Adopting comprehensive bylaws is an essential part of getting your nonprofit started on the right foot.
Take advantage of our attorney-drafted nonprofit bylaws template to get you going.
Why does a South Carolina nonprofit need bylaws?
Unlike your South Carolina Articles of Incorporation, your nonprofit bylaws don’t need to be filed with the Secretary of State. This doesn’t mean that your bylaws aren’t crucial to your nonprofit, though. Your bylaws are the main internal governing document for your nonprofit and will probably become public record. Find out why adopting strong bylaws is so important.
1. Nonprofit bylaws are legally required in South Carolina.
Adopting nonprofit bylaws is legally required in South Carolina. SC Code Ann. § 33-31-206 (1994) states that your the incorporators or board of directors “shall adopt bylaws.” So, you need to have bylaws to comply with the law.
2. Third parties will ask to see your bylaws.
Even though your bylaws are an internal document, you can expect third parties to ask to see your bylaws. A primary example is the IRS, which must review your bylaws before granting your nonprofit tax-exempt status. Other examples include banks, landlords, and investors.
3. Nonprofit bylaws allow you more control over your nonprofit.
Without bylaws, your nonprofit may be susceptible to legal complications. Bylaws outline the specific rules for actions taken by your board. If your bylaws aren’t clear (or don’t exist), members are much more likely to disagree over procedure. These disagreements could lead to disputes, which could result in the state investigating your nonprofit or even a legal battle. State investigations and suits can negatively impact your nonprofit’s finances, reputation, and independence. If you end up in court, a judge will rule on how to resolve your issue, taking control of your nonprofit out of your hands. Be sure to adopt bylaws that will serve your organization well.
Want to learn more? Check out our Guide to Nonprofits.
What do South Carolina Nonprofit Bylaws include?
The bylaws for your South Carolina nonprofit should begin with general information about your nonprofit, including its name, address, and purpose. The rest of your bylaws can be devoted to outlining the rules and regulations for your nonprofit’s internal operations. These rules should cover:
- 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
You can also add any desired provisions, provided that those provisions don’t defy state law or your Articles of Incorporation.
Are nonprofit bylaws legally binding?
Yes. Your nonprofit bylaws are a legally binding contract. You can also use your bylaws to hold members who violate your organization’s rules liable in court.
Are nonprofit bylaws public record?
It depends on your nonprofit. It’s technically possible to keep your bylaws off public record since you don’t have to file them with the South Carolina Secretary of State. However, if you pursue 501(c)(3) tax-exempt status, your bylaws will become public. The IRS requires you to submit a copy of your bylaws with your application and makes all applications public. Aside from this, your nonprofit may decide to publish bylaws to increase trustworthiness within your donor base.
Do nonprofit bylaws need to be signed?
No. There is no legal requirement for your nonprofit bylaws to be signed—your bylaws will probably even hold up in court without signatures. However, it’s common practice to have your board sign your bylaws. Getting your board’s signatures makes your bylaws appear more official. It also shows that your board agrees to uphold your nonprofit’s values and operational integrity.
Can nonprofit bylaws be changed?
Yes. In fact, it’s standard to include provisions in your nonprofit bylaws that outline the amendment process. That way, it’s easy to change or update a rule as needed. We recommend reviewing your bylaws routinely to make sure you keep them up-to-date.
Who adopts nonprofit bylaws?
South Carolina law states that your incorporators or board directors adopt your nonprofit bylaws (SC Code Ann. § 33-31-206 (1994)). Bylaws are usually adopted at your nonprofit’s first organizational meeting.