Wisconsin Nonprofit Bylaws
Your bylaws contain your Wisconsin nonprofit’s internal operating procedures. Bylaws equip your board of directors with the knowledge needed to run your nonprofit effectively. Bylaws often include regulations for performing routine activities like managing members and taking votes. Bylaws also typically include provisions for extreme circumstances like mediating conflicts and navigating emergencies. If you want to build a solid nonprofit, adopting strong bylaws should be part of your formation process.
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Why does a Wisconsin nonprofit need bylaws?
Bylaws are fundamental, even though you don’t need to file them with the Wisconsin Department of Financial Institutions like your Wisconsin Nonprofit Articles of Incorporation. Your bylaws act as the operating manual for your nonprofit, and it’s very probable your bylaws will become public record. Let’s go over the main reasons bylaws are so important.
1. Nonprofit bylaws are legally required in Wisconsin.
Wis Stat § 181.0206 states that nonprofit corporations “shall adopt” bylaws. So, your nonprofit mus have bylaws to be compliant with state laws. We recommend keeping a copy of your current bylaws on file at all times.
2. Third parties will ask to see your bylaws.
Your bylaws are an internal document, but that doesn’t mean organizations and individuals outside your nonprofit won’t request your bylaws. For one, the IRS will review your bylaws if you apply for tax-exempt status. Banks, investors, and partnering organizations may also ask to see your bylaws before making business arrangements with your nonprofit.
3. Nonprofit bylaws allow you more control over your nonprofit.
Having robust bylaws can shield your nonprofit from legal trouble. Bylaws help prevent and resolve problems by providing members with guidelines for how to address issues like removing a director or handling a conflict of interest. Without these guidelines, your members may disagree over how to deal with a situation. Disagreements can lead to disputes, which can then lead to legal action against your nonprofit. If your nonprofit ends up in court, a judge will be in charge of resolving your nonprofit’s issue, depriving you of the ability to do so yourself. To maintain control over your nonprofit and protect its resources, adopt comprehensive bylaws during your nonprofit’s formation.
Want to learn more? Check out our Guide to Nonprofits.
What do Wisconsin Nonprofit Bylaws include?
Your bylaws should begin with basic information about your Wisconsin nonprofit, such as its name, address, and purpose. The rest of your bylaws should define the specific rules and regulations for managing your nonprofit. These include:
- 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 write additional provisions into your bylaws as long as those provisions fall within state law and your Articles of Incorporation.
Are nonprofit bylaws legally binding?
Yes. The members of your nonprofit are legally required to follow the rules set out in your bylaws. If any of your members violate these rules, your bylaws can be used to hold members liable in court.
Are nonprofit bylaws public record?
Typically, yes. While you don’t have to submit bylaws to the Wisconsin Department of Financial Institutions, you will be required to attach a copy of your bylaws to your application for 501(c)(3) tax-exempt status—and the IRS makes all applications public. Additionally, like many other nonprofits, you may choose to publish your bylaws to foster a sense of accountability with your donors.
Do nonprofit bylaws need to be signed?
Technically, no. Your nonprofit bylaws don’t need to be signed by your board to be considered legitimate. However, your bylaws will certainly look more official with your board’s signatures. Getting your directors to sign your bylaws also conveys a sense of unity among the board to any third parties who may view your bylaws.
Can nonprofit bylaws be changed?
Yes. Your nonprofit bylaws can be changed as many times as necessary, and we recommend reviewing your bylaws regularly to keep them current. The exact procedures for amending provisions should be included in your bylaws.
Who adopts nonprofit bylaws?
According to Wisconsin state law, your incorporators, board of directors, or members must adopt bylaws (Wis Stat § 181.0206). It’s customary to approve your bylaws at your nonprofit’s first organizational meeting.