Important points to remember when drafting bylaws for nonprofit organizations include understanding how the government of the board works, clarifying the directors' terms in office and identifying the officers of the organization, explains CharityLawyer. It also helps to specify how officers are elected and how they would be removed from office.
Other important things to remember when drafting nonprofit bylaws include indicating how many directors must be participating in order to have a valid meeting or quorum, notes CharityLawyer. The bylaws should also state the notice requirements and outline the voting rules that are applicable to directors and all members of the organization.
Bylaws do not need to outline the rules for ad hoc committees, but instead can state how committees should be established and abolished, states CharityLawyer. The bylaws should also state the authority that is delegated to committees and what actions the full board must take. This way, committees can be created and abolished by board resolutions instead of by bylaw amendments.
Bylaws of a nonprofit organization should also include a provision on how the corporation is to manage any transactions in which a conflict of interest arises between an insider and the corporation, cautions CharityLawyer. Conflicts that are not properly managed are usually met with breaches of fiduciary duty and IRS penalties.