Page 32 - Washington Nonprofit Handbook 2018 Edition

c. Bylaws

(i) Generally

While it is not required that bylaws be prepared prior to filing the articles of
incorporation with the Secretary of State, it is recommended that bylaws be drafted
at the same time as the articles to ensure that the documents are consistent with
each other and that the particular purposes, mission and manner of acting are
reflected in both of the organization’s governing documents.

Bylaws contain the rules adopted for the regulation and management of
your organization. The Act requires that the board of directors of a nonprofit
corporation adopt bylaws for the corporation. Provisions in the bylaws may not be
illegal or inconsistent with the articles. Bylaws are not filed with the Secretary of
State, but are provided to the IRS with the application for 501(c)(3) status. Most
bylaws outline the duties and powers of directors and officers and provide for
notice, time and place of meetings. If the corporation has members, the bylaws
contain rules for admission, voting rights and meetings of members. If the
corporation requires members to pay dues, then the amount, method of
calculation and payment dates may be stated in the bylaws or established in a
separate resolution of the board of directors.

There are two forms of sample bylaws to serve as a guide in developing your
organization’s bylaws—a sample of bylaws for a corporation with voting members
and a sample of bylaws for a corporation without members. The sample bylaws
can be found online at https://wayfindlegal.org/.

Bylaws can differ greatly among nonprofit organizations, reflecting the
different types of nonprofit organizations and organizations’ different governing
structures and styles. However, when drafting bylaws, you need to pay attention to
requirements in Washington law. The Act provides rules on such topics as time and
place of members’ and directors’ meetings, voting rights, quorum, qualifications
and duties of directors and removal of directors and officers. These statutory
provisions act as default provisions and will govern the corporation in the absence
of such provisions in the bylaws (or articles). In addition, the Act contains certain
requirements that must be met by all corporations subject to the Act. These
requirements will govern over any inconsistent provisions on the same subject in
the bylaws or articles. Therefore, it is recommended that organizers take care to
develop bylaws that will suit the purposes, activities and governing structure of the
organization and meet statutory requirements.

WASHINGTON NONPROFIT HANDBOOK -21- 2018