Bylaws of [your nonprofit]
article i: name and purpose
section 1. name the name of this nonprofit organization shall be [your nonprofit], hereinafter referred to as the "organization."
section 2. purpose the purpose of the organization is to [insert a detailed description of your nonprofit's mission and objectives], in accordance with the nonprofit regulations of the state of wisconsin.
section 3. principal office the principal office of the organization shall be located at [insert the specific address]. the organization may also have offices at such other places, both within and outside the state of wisconsin, as the board of directors may from time to time determine.
article ii: board of directors
Section 1. The Board of Directors shall consist of no fewer than three (3) members and a maximum of seven (7) members. The Board shall oversee the governance, policies, and strategic direction of the organization.
Section 2. Directors shall be elected by a majority vote of the members present at the annual meeting and shall serve one-year terms according to Wisconsin state regulations.
Section 3. Refer to Board of Directors document for further details
article iii: officers
Section 1. The officers of the organization shall include a President, a Secretary, and a Treasurer
The President shall preside over meetings and represent the organization
The Secretary shall maintain records
Treasurer shall oversee financial matters
Section 2. Officers shall be elected by the Board of Directors annually and shall serve one-year terms
Section 3. Succession Planning: To ensure a smooth transition of leadership, succession planning for officer positions shall be an integral part of our organization's governance. The following procedures shall apply
Identification of Successor: In the final three months of an officer's term, the Board shall identify and appoint a successor for the upcoming term. The successor shall be a current member of the Board and shall serve as "Officer-Elect" during this period.
Officer-Elect Role: The Officer-Elect shall work closely with the outgoing officer to facilitate a seamless transition of responsibilities. They shall participate in officer meetings and be familiarized with the duties and responsibilities of the role.
Confirmation of Succession: At the end of the officer's term, the Officer-Elect shall assume the full responsibilities of the officer position. The succession shall be confirmed by a majority vote of the Board.
Vacancies: In the event of a vacancy in an officer position before the end of the term, the Board shall follow the same succession planning process to identify and appoint a successor for the remainder of the term.
Section 4. Temporary Officer Roles: In the absence of an elected officer, the Board may appoint a temporary officer to fulfill the role's responsibilities until a successor is identified and confirmed.
article iv: meetings
Section 1. Regular meetings of the Board shall be held quarterly
Section 2. Additional special meetings called as needed by the President or upon written request of at least three (3) directors.
Section 3. Written notice of meetings shall be sent to all directors at least seven (7) days in advance, including the agenda and any relevant materials.
Section 4. Voting Procedures at Meetings
A quorum shall consist of a minimum of 50% of the total number of directors currently serving on the Board of Directors. Meetings shall not proceed unless a quorum is present.
Each director shall have one vote on matters presented for a vote at Board meetings.
Unless otherwise specified in these bylaws, decisions requiring a vote shall be approved by a majority vote of the directors present and eligible to vote. In the case of a tie vote, the presiding officer shall cast the deciding vote.
Proxy voting by directors is not permitted at Board meetings.
Directors may participate in meetings and cast votes electronically, such as via email or video conferencing, provided that the electronic communication is verified, secure, and includes a record of each director's vote.
Directors with a conflict of interest on a particular matter shall abstain from voting on that matter. Their abstention shall be recorded in the meeting minutes.
In cases where confidential voting is necessary, directors may request a closed ballot. The closed ballot shall be conducted by the Secretary or another designated officer, and the results shall be recorded without disclosing individual votes.
The minutes of each meeting shall include a record of all votes, specifying the outcome of each vote and the names of directors voting in favor, against, or abstaining.
article v: committees
Section 1. The Board of Directors may establish committees as necessary to address specific projects, initiatives, or ongoing functions of the organization. Committees shall be formed based on the organization's needs and shall serve at the pleasure of the Board.
Section 2. Committees may consist of at least one director and may include volunteers, members, or other individuals with relevant expertise or interest in the committee's focus area. The Board shall appoint committee members and designate a committee chair.
Section 3. Each committee shall have a defined scope of work and specific responsibilities related to its area of focus. These responsibilities may include, but are not limited to:
Conducting research, planning, and development of proposals related to their designated area.
Making recommendations to the Board for action or policy development.
Implementing approved projects or initiatives within their scope.
Reporting regularly to the Board on progress, challenges, and recommendations.
Engaging with community members, partners, or stakeholders relevant to their area of focus.
Following the organization's policies and procedures, including financial controls, when applicable.
Section 4. Committees shall hold regular meetings as necessary to fulfill their responsibilities. Meetings may be conducted in person, by phone, via video conferencing, or electronically. Committees shall maintain records of their meetings and activities.
Section 5. Committee chairs shall provide regular reports to the Board regarding committee activities, progress, and recommendations. These reports shall be included as an agenda item at Board meetings.
Section 6. Committees shall be dissolved upon the completion of their assigned tasks or if the Board determines that their purpose is no longer relevant to the organization's mission and goals.
Section 7. Committees shall be accountable to the Board of Directors and shall operate within the guidelines and policies set forth by the Board.
article vi: conflict of interest policy
section 1. purpose the purpose of this conflict of interest policy is to protect the organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer, director, or key employee of the organization.
Section 2. A conflict of interest arises when a director or officer's personal, financial, or other interests may compromise, or appear to compromise, their ability to make impartial decisions in the best interest of the organization.
section 3. Disclosure Procedures
Duty to Disclose: Any director or officer who has a potential conflict of interest related to a matter before the Board or a committee shall promptly and fully disclose the conflict to the Board or committee.
Written Disclosure: Directors and officers shall provide a written statement of the nature and extent of the conflict to be included in the meeting minutes.
Section 3. A director or officer with a conflict of interest shall recuse themselves from discussions, deliberations, and voting on the matter in question. They shall physically leave the room during discussions if necessary to avoid influencing the outcome.
Section 4. Review and Decision-Making
Quorum and Decision-Making: In cases where a director's or officer's recusal affects the quorum, the conflicted individual shall not be counted in determining the quorum for that specific matter.
Impartial Evaluation: The remaining directors or committee members shall evaluate the matter objectively and make decisions in the best interest of the organization.
Minutes: The recusal, disclosure, and decision shall be documented in the meeting minutes.
article vii: financial management
Section 1. The fiscal year of the organization shall begin on January 1st and end on December 31st.
Section 2. Budget Approval and Financial Reporting
The Board of Directors shall oversee the preparation and approval of the annual budget, which shall be completed no later than [insert date].
Financial reports shall be prepared on a monthly basis and presented to the Board of Directors for review at each regular meeting. Any significant discrepancies from the budget shall be promptly addressed.
Section 3. Banking and Financial Controls
The organization's funds shall be held in accounts at [insert name of financial institution].
Financial controls, including procedures for check signing and access to financial accounts, shall be established and maintained to ensure the responsible management of the organization's assets.
Section 4. An independent audit of the organization's financial records shall be conducted annually by a certified public accountant (CPA) or a qualified auditing firm selected by the Board of Directors. The audit shall take place within [insert timeframe].
Section 5. The organization shall adhere to the Investment Policy and Reserves Policy as outlined in separate documents, both of which are subject to approval by the Board of Directors.
Section 6. Donors shall receive written acknowledgment of their contributions within [insert number of days] following the receipt of the donation, in compliance with IRS regulations.
Section 7. All fundraising activities conducted by the organization shall comply with state and federal regulations governing charitable solicitations.
Section 8. Financial records, including receipts, invoices, and financial reports, shall be maintained in an organized manner and retained for a minimum of seven (7) year as required by law.
Section 9. The organization is committed to financial transparency and shall make financial information available to the Board of Directors, members, and the public as required by law.
Section 10. Funds raised and managed by the organization shall be used exclusively for carrying out the organization's mission and purposes as described in these bylaws.
Section 11. The organization may accept non-cash contributions, subject to the Gift Acceptance Policy, which is maintained separately and approved by the Board of Directors.
Section 12. The organization's investment decisions shall be guided by the Investment Policy, which outlines the criteria and procedures for managing and investing the organization's assets.
article viii: fundraising and donations
Section 1. The organization may engage in a variety of fundraising activities, including but not limited to, charitable events, grant applications, online campaigns, and corporate partnerships.
Section 2. All fundraising activities conducted by the organization shall adhere to federal, state, and local laws and regulations governing charitable solicitations, including registration requirements as necessary.
Section 3. The organization is authorized to accept donations, contributions, bequests, and grants from individuals, corporations, foundations, and other sources in furtherance of its mission.
Section 4. The organization shall adhere to its Gift Acceptance Policy, a separate document guiding the acceptance of non-cash gifts, securities, real estate, and other contributions.
Section 5. Donors shall receive written acknowledgment of their contributions within fifteen (15) business days following the receipt of the donation, in compliance with IRS regulations.
Section 6. Donations received by the organization shall be used exclusively for the purposes outlined in the organization's mission and, when applicable, in accordance with donor restrictions.
Section 7. The organization is committed to financial transparency and shall provide regular financial reports to donors and stakeholders, demonstrating the impact of their contributions.
Section 8. The organization shall ensure that fundraising expenses do not exceed [insert percentage] of the total funds raised in any fiscal year.
Section 9. The organization shall take measures to safeguard donor information and maintain donor privacy in accordance with applicable laws and regulations.
Section 10. The organization shall establish a Fundraising Events Committee responsible for planning, executing, and overseeing fundraising events. The committee shall report to the Board of Directors.
Section 11. The organization welcomes planned gifts, including bequests, trusts, and other planned giving arrangements. Such gifts shall be subject to the terms and conditions outlined in the Gift Acceptance Policy.
Section 12. The organization may enter into sponsorships, partnerships, and collaborations with other entities to support fundraising efforts, subject to Board approval.
Section 13. The organization may enter into sponsorships, partnerships, and collaborations with other entities to support fundraising efforts, subject to Board approval.
Section 14. The organization shall comply with all reporting requirements to government agencies or regulators related to fundraising activities, as applicable.
Section 15. The organization places significant value on donor relations and shall engage in ongoing communication and appreciation of donors to foster positive relationships and donor retention.
Section 16. The organization may establish fundraising committees, such as the Annual Gala Committee or Grants Committee, with defined roles, responsibilities, and reporting structures.
article ix: amendment of bylaws
Section 1. These bylaws may be amended by a two-thirds vote of the Board at any regular meeting, provided that written notice of the proposed changes has been provided to all directors at least ten (10) days in advance.
article x: process of dissalousion
Section 1. In the event of dissolution, the organization's assets shall be distributed in accordance with applicable state and federal laws to another tax-exempt organization with a similar mission.
article xi: indemnification
Section 1. To the fullest extent permitted by applicable law, the organization shall indemnify any person (including officers, directors, employees, and volunteers) who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, an action by or in the right of the organization), by reason of the fact that he or she is or was an authorized representative of the organization.
Section 2. The organization shall indemnify individuals only if they acted in good faith and in a manner they reasonably believed to be in the best interests of the organization, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful.
Section 3. Expenses (including attorney's fees) incurred in defending a proceeding may be paid by the organization in advance of the final disposition of the proceeding, upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount if it is ultimately determined that the person is not entitled to indemnification.
Section 4. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of members or disinterested directors, or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.
Section 5. The organization may purchase and maintain insurance on behalf of any person who is or was an authorized representative against any liability asserted against the person and incurred by the person in such capacity, whether or not the organization would have the power to indemnify the person against such liability under this Article.
Section 6. The indemnification provided by this Article shall not apply to any claims or matters as to which the organization is prohibited by law or may not indemnify under applicable law.
Section 7. Any indemnification under this Article shall be made by the organization only as authorized in the specific case, upon a determination that indemnification of the authorized representative is proper in the circumstances because the authorized representative has met the applicable standard of conduct.
Section 8. The provisions of this Article may be amended or repealed, and new provisions may be added, only by the vote of a majority of the Board of Directors in office at the time of the amendment, provided that no such amendment shall adversely affect the rights of any authorized representative with respect to any act or omission occurring prior to the amendment.
article xii: records and reports
Section 1. The organization shall keep complete and accurate records of its proceedings, including meeting minutes, financial statements, and other corporate documents, in accordance with applicable state laws and regulations.
Section 2. Any authorized representative or member of the organization shall have the right to inspect and copy, at reasonable times and upon written request to the Secretary of the organization, any records maintained by the organization as required by law.
Section 3. The organization shall prepare an annual report that includes a summary of its financial activities and accomplishments during the fiscal year. The annual report shall be made available to members and the public.
Section 4. The organization shall prepare and distribute financial statements, including a balance sheet and income statement, on an annual basis. These statements shall be made available to members, donors, and other interested parties.
Section 5. The organization shall establish a record retention policy specifying the length of time each category of document will be retained, in compliance with applicable laws and regulations.
Section 6. Copies of corporate records, annual reports, and financial statements shall be made available to any member or authorized representative upon request, within a reasonable timeframe.
Section 7. The organization shall maintain the confidentiality of certain records, such as donor information and personnel records, in compliance with privacy laws and regulations.
Section 8. The organization shall comply with any applicable open records or freedom of information laws in providing access to its records.
Section 9. The organization shall implement internal controls to safeguard its records, prevent fraud, and ensure financial accountability.
Section 10. Any amendments to the organization's bylaws shall be recorded and maintained with the corporate records.
Section 11. Copies of the organization's bylaws shall be made available to members and authorized representatives upon request.
Section 12. The organization is committed to financial transparency and shall make its financial records and reports readily accessible to members, donors, and the public through its official website and other appropriate means.
article xiii: non discrimination
Section 1. [Nonprofit Name] is committed to providing an inclusive and welcoming environment for all individuals. We value diversity and do not discriminate on the basis of race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, marital status, or any other characteristic protected by applicable laws.
Section 2. We promote an organizational culture that embraces diversity, respects the inherent worth and dignity of every person, and ensures equal access to our programs, services, and employment opportunities.
Section 3. [Nonprofit Name] complies with all applicable federal, state, and local laws prohibiting discrimination in the provision of services, employment, and volunteer opportunities.
Section 4. Employment and volunteer opportunities within [Nonprofit Name] are provided without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, disability, or any other protected characteristic.
Section 5. [Nonprofit Name] is committed to making reasonable accommodations to ensure equal access and participation for individuals with disabilities. Please contact [Contact Information] to request accommodations or express concerns related to accessibility.
Section 6. Any individual who believes they have experienced discrimination or harassment while interacting with [Nonprofit Name] is encouraged to report the incident to [Designated Contact Person or Department].
Section 7. Reports of discrimination or harassment will be promptly and thoroughly investigated. Appropriate actions will be taken to prevent future occurrences and address the concerns raised.
Section 8. [Nonprofit Name] will maintain the confidentiality of any reports to the extent possible, while still conducting a thorough investigation and taking necessary actions.
Section 9. We are committed to continuous improvement in fostering an inclusive and non-discriminatory environment. Feedback and suggestions from individuals served by the organization, staff, volunteers, and the community are welcomed and encouraged.
Section 10. Questions, concerns, or complaints related to this Non-Discrimination Policy can be directed to [Contact Information].
article xiv: miscellaneous
Section 1. whistleblower protection policy
Purpose the purpose of this whistleblower protection policy is to encourage and enable individuals to report suspected or actual violations of law, regulations, policies, or ethical standards without fear of retaliation.
Reporting violations individuals who have concerns about the organization's conduct should report their concerns to the designated individual or committee as outlined in the organization's procedures. reports may be made anonymously if desired.
Non-retaliation the organization will not retaliate against any individual who, in good faith, reports a suspected or actual violation. retaliation constitutes a violation of this policy and will be subject to disciplinary action.