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Virginia Nonprofit Bylaws

Virginia nonprofit bylaws act as an operating manual for your nonprofit. Adopting bylaws is one of the first steps in establishing a nonprofit in Virginia. Bylaws are where you detail how your nonprofit will be structured along with other pertinent details to how you want your nonprofit to function internally. In Virginia, nonprofit’s are legally required to adopt bylaws during their first organizational meeting.

Let Northwest Registered Agent help you get started today with our attorney-drafted bylaws template.

Why does a Virginia nonprofit need bylaws?

Virginia does not require you to file your nonprofit’s bylaws with the State Corporation Commission like your Articles of Incorporation, but bylaws are still a requirement for doing business within the state. Adopting bylaws does far more than just govern your nonprofit. Bylaws create a sense of legitimacy and a rule book to turn to during disputes. Here are some things to keep in mind about Virginia nonprofit bylaws.

1. Nonprofit bylaws are legally required in Virginia.

In Virginia the code for bylaws, VA § 13.1-823, states that “The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.” The statute means that bylaws are required by the state even though they aren’t filed with any Virginia state agency.

2. Third parties will ask to see your bylaws.

Virginia nonprofit bylaws are a great way to show third parties you mean business. Places like banks, landlords, credit card companies, and other institutions will request a copy of your bylaws as a way of verifying your bylaw is legally required to operate in Virginia. You’ll also need to show your bylaws when applying for tax exempt status with the IRS.

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

Not only will not having bylaws for your nonprofit restrict your nonprofit from being in good standing in Virginia, but not having bylaws means you don’t have a say in how your nonprofit is operated. Drafting bylaws gives you the opportunity to decide and say exactly how your nonprofit should function internally and on a day-to-day basis.

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

What do Virginia Nonprofit Bylaws include?

Your Virginia nonprofit bylaws should include any important information about your nonprofit (name, business address, purpose, etc.). More importantly, your bylaws should contain specific guidelines and regulations for how your nonprofit functions internally. Since your Virginia nonprofit bylaws provide your board of directors clear guidance on how to run your nonprofit, make sure your bylaws have rules for:

  • appointing and removing board members
  • notifying members of board meetings and setting locations
  • voting and meeting quorum requirements
  • treating conflicts of interest
  • compensating directors
  • maintaining records and meeting minutes
  • amending bylaws
  • operating under emergency bylaws
  • dissolving the organization

Are nonprofit bylaws legally binding?

Yes. Your nonprofit bylaws are not just legally required but are also contractually binding. Virginia nonprofit bylaws can also be used in a court of law or reviewed by directors’ and members’ attorneys. Actions done against your bylaws are subject to legal actions as well.

Are nonprofit bylaws public record?

It depends. Will you be applying for 501(c)(3) tax-exempt status with the IRS? If so, you’ll need to attach a copy of your bylaws to your application. The IRS is then federally required to list all approved applications on their site for public searches. So, while your bylaws won’t be publicly listed by Virginia, your bylaws will be public if you’re a federally tax-exempt nonprofit.

Virginia Nonprofit Bylaws Template

Drafting Virginia bylaws is hard, so our attorney made it easier for you. Use our free nonprofit bylaws template to get started.


Do nonprofit bylaws need to be signed?

Nope! Virginia does not require you get signatures on your nonprofit’s bylaws. It is, however, a step Northwest Registered Agent recommends to guarantee your members, directors, and officers are aware of the rules and regulations governing them and your business.

Can nonprofit bylaws be changed?

Yes. In most cases, your board of directors can amend your nonprofit’s bylaws. However, per VA § 13.1-892, if your Articles of Incorporation reserves that ability for the members or the “members in repealing, adopting, or amending a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw,” then the directors can not amend and all power rests with the members.

Who adopts nonprofit bylaws?

Virginia allows for your incorporators or board of directors the ability to adopt your nonprofit’s initial bylaws.

What is a nonstock corporation?

Nonstock corporations do not have shares of stock or shareholders. In Virginia, nonprofit corporations are considered and called nonstock corporations.

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