Why does a Wyoming nonprofit need bylaws?
Unlike your Wyoming Nonprofit Articles of Incorporation, you won’t need to submit bylaws to the state. This might make it seem like your bylaws are unimportant—in actuality, your bylaws are a crucial document for your nonprofit’s success. Let’s go over a few reasons why having detailed and organized bylaws is such an important part of incorporating your nonprofit in Wyoming.
1. Nonprofit bylaws are legally required in Wyoming.
Wyoming nonprofit bylaws are a must-have in Wyoming in order for your nonprofit to be in compliance with the state’s Nonprofit Corporation Act. WY Stat § 17-19-206 says that the incorporators or board of directors must adopt bylaws for the corporation.
2. Third parties will ask to see your bylaws.
Your bylaws are an internal document, but there are a few situations where you might be asked to share them. If you’re opening a bank account, for example, the bank might ask to see your bylaws as proof that you are authorized to open an account on your nonprofit’s behalf. Donors also might ask to see your bylaws before they commit to donating to your nonprofit. Additionally, bylaws are required to apply for 501(c)(3) tax-exempt status.
3. Nonprofit bylaws allow you more control over your nonprofit.
Nonprofit bylaws give your board of directors a how-to guide for running your nonprofit. By having your protocols put into place before emergencies or conflicts arise, your nonprofit is prepared to handle situations quickly and efficiently.
When your bylaws are incomplete or insufficient, you run a greater risk of encountering disputes you can’t easily resolve—and which may require court intervention. This leaves your nonprofit’s fate up to a judge’s discretion, and takes the control away from your nonprofit’s internal processes.
Want to learn more? Check out our Guide to Nonprofits.
What do Wyoming Nonprofit Bylaws include?
According to Wyoming state law, as detailed in WY Stat § 17-19-206 (page 460), your bylaws can include anything that does not contradict legal statutes or your Articles of Incorporation. What you include specifically will be slightly different nonprofit to nonprofit as you consider what emergencies and conflicts might occur within your organization. However, a good rule of thumb is to include how to:
- add or remove board members
- hold board meetings
- hold a vote and meet a quorum
- compensate directors
- keep records
- handle conflicts of interest
- amend the bylaws
- merge or dissolve the nonprofit
Are nonprofit bylaws legally binding?
Yes. Your bylaws are legally binding, much like your Articles of Incorporation. Your nonprofit could face legal consequences if anyone acting on behalf of your nonprofit does not follow your bylaws.
Are nonprofit bylaws public record?
No. Your bylaws are an internal document. However, if your nonprofit applies for 501(c)(3) tax-exempt status with the IRS, you will be required to attach your bylaws to the application. The IRS will then make your bylaws public.
Do nonprofit bylaws need to be signed?
No. Your bylaws are legally binding with or without signatures. So why bother with signatures? Well, having your board of directors sign your bylaws helps by ensuring that everyone is on the same page from the beginning.
Can nonprofit bylaws be changed?
Yes. Your bylaws should include the process for amending your bylaws, and your board of directors can choose to change your bylaws whenever is necessary as long as the process matches what is in your initial bylaws. You will want to review your bylaws every so often to make sure they are up-to-date and support your nonprofit’s needs.
Who adopts nonprofit bylaws?
Your incorporators or your board of directors adopt your bylaws, typically at your first organizational meeting after incorporation.