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Tennessee Nonprofit Bylaws

Tennessee nonprofit bylaws are a comprehensive how-to manual on how to run your organization. Your bylaws include all of the rules and regulations that your nonprofit will follow, from director responsibilities to emergency protocols.

Our attorney-drafted bylaws template is free to use. You can download the template today to get started!

Why does a Tennessee nonprofit need bylaws?

Your nonprofit will use your bylaws to run the day-to-day operations of your organization, as well as emergencies and changes of power. Though you do not need to submit bylaws to the state like your TN Nonprofit Corporation Charter, bylaws are a crucial document for your nonprofit. Below are a few reasons why.

1. Nonprofit bylaws are legally required in Tennessee.

According to Tenn. Code Ann. § 48-52-106, your nonprofit must adopt bylaws. Your bylaws may contain any provisions for running your business that do not go against your articles or state laws.

2. Third parties will ask to see your bylaws.

Importantly, your bylaws are required by the IRS for your 501(c)(3) tax-exempt status application.

Your bylaws can be used as proof of your nonprofit’s existence. Banks, for example, might ask to see documentation of your nonprofit before you open a business account. Likewise, potential donors might want to see your business plans before committing.

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

Your bylaws list out the responses your nonprofit will take during emergencies, conflicts of interest, and disputes. By having clear, well-written bylaws, you can have a game plan when things occur—giving you control over how processes will be handled.

Without bylaws, your nonprofit could face legal consequences in court, and a judge would resolve the issue—taking the control out of your internal processes.

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

What do Tennessee Nonprofit Bylaws include?

Your Tennessee nonprofit bylaws should include general information, such as your business purpose, address, and processes you want your organization to follow. You may also include provisions for how to add or remove board members, vote, handle conflicts of interest, and dissolve the nonprofit.

Are nonprofit bylaws legally binding?

Yes! Your bylaws are legally binding—just like your Tennessee Nonprofit Corporate Charter and state statutes. Your nonprofit and anyone acting on the nonprofit’s behalf must follow your bylaws.

Are nonprofit bylaws public record?

Not necessarily. Your bylaws are an internal document and can stay that way. However, if you 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. with the IRS, you must attach your bylaws to your application. As a result, your bylaws will become public.

Tennessee Nonprofit Bylaws Template

First time drafting nonprofit bylaws? You can use our free attorney-drafted template to get started!


Do nonprofit bylaws need to be signed?

Nope! Your bylaws will be legally binding regardless of whether or not your board members sign. However, many nonprofits choose to have the board of directors sign bylaws, as it ensures everyone starts off on the same page.

Can nonprofit bylaws be changed?

Absolutely! In fact, you’ll likely need to amend your bylaws as your organization grows and things change internally. The process for making amendments should be in your initial bylaws.

Who adopts nonprofit bylaws?

Your board of directors or incorporators must adopt your bylaws at your first organizational meeting at the time of incorporation.

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