Illinois Nonprofit Bylaws
All nonprofit corporations in Illinois are required to adopt bylaws. Your bylaws are the internal rules that govern your nonprofit and are legally binding. You’ll also need to submit your bylaws to the IRS when you apply for tax-exempt status, so it’s important that you take the time to get them right. We’ve created a straightforward guide to creating Illinois nonprofit bylaws.
Want help drafting your bylaws? When you hire us to incorporate your nonprofit, we’ll include an attorney-drafted nonprofit bylaws template you can use as a starting point.
In this article:
Illinois Nonprofit Incorporation Service – $203 TOTAL
- Fast, Accurate Nonprofit Incorporation Service
- Most Affordable Registered Agent in Illinois
- Free Nonprofit Bylaws Template
- Mail Forwarding & Virtual Office Options
- Free Domain Name for First Year
- Free Business Website for 90 Days
- Annual Report Service (No Upfront Cost)
- Lifetime Support from Real Humans
What Are Nonprofit Bylaws?
Nonprofit bylaws are the internal governing document for a nonprofit corporation. Bylaws establish things like when meetings are held, how voting will work, and how you will handle conflicts of interest, among other issues.
Having strong bylaws that are understood and followed by everyone in your nonprofit is crucial to resolving future conflict and keeping everyone on the same page.
Are nonprofit bylaws required in Illinois?
The State of Illinois requires every not-for-profit corporation to adopt bylaws. Illinois statute 805 ILCS 105/102.25 states that the initial bylaws shall be adopted by the board of directors. Bylaws serve as a legally binding contract between the people in your nonprofit and can be used in court.
What Should Illinois Not-for-Profit Bylaws Include?
Your bylaws should be tailored to the needs of your organization, so each nonprofit’s bylaws will be a little different. They should include your nonprofit’s name, address, and purpose. Here are some other issues that nonprofit bylaws typically include:
- How decisions will be made and who has the power to make them
- Powers and responsibilities of board members, officers, and staff
- Number of initial directors (Must be at least 3)
- How board members can be added or removed
- How disagreements will be handled
- Record-keeping procedures
- Process for amending the bylaws
- How emergencies will be handled
- Process for dissolving the nonprofit
It’s a good idea to get help from an attorney when drafting your nonprofit bylaws, to make sure they’re legally compliant and appropriate for your organization.
What NOT to put in bylaws
You can’t include any provisions in your bylaws that are inconsistent with your Articles of Incorporation or Illinois laws. For example, Illinois law requires nonprofits to have at least three directors, so you couldn’t require fewer than three directors in your bylaws.
Why Are Bylaws Important for Nonprofits?
Other than the fact that they’re a legal requirement in Illinois, there are many reasons to take your bylaws seriously.
1. Third parties will want to review your bylaws.
There are many situations in which you’ll need to share your bylaws with outsiders. If you want to apply for tax-exempt status, you’ll need to submit your bylaws to the IRS. Banks, landlords, and partnering organizations may also ask to see your bylaws.
2. Your bylaws can help minimize conflict within your organization.
Conflict is bound to happen in any complex organization, but your bylaws offer a road map for navigating conflict fairly. Bylaws cover how changes can be made and by whom, so they are an essential tool for resolving disagreements.
3. Making your bylaws public shows that your nonprofit is transparent and trustworthy.
While bylaws are primarily internal documents, many nonprofits make their bylaws public so that donors and supporters can easily see how the organization is run. Making your bylaws public builds trust and can make your donors feel better about supporting you.
Illinois Nonprofit Bylaws FAQ
Bylaws are legally enforceable. If your nonprofit is ever involved in a legal battle, your bylaws (and whether they’ve been followed) could influence the court’s decision. That’s why it’s important that everyone involved in your nonprofit reviews and understands your bylaws.
Nonprofit bylaws aren’t required to be notarized.
You will need to submit your bylaws to the IRS when applying for tax-exempt status.
Nonprofits aren’t typically required to make their bylaws public, but many do in order to show accountability and transparency.
Nonprofit bylaws aren’t required to be signed, but your board of directors may choose to sign the bylaws as a formality.
Nonprofit bylaws typically can’t be suspended. If a nonprofit wants to change the rules in the bylaws, they can amend them by following the amendment process in the bylaws.
Most nonprofits get help from a lawyer to write their bylaws, but there’s no legal requirement to do so. If you’re a nonprofit expert, you may be able to write your bylaws on your own. However, keep in mind that nonprofit law is complex and bylaws are legally binding, so consulting an attorney is generally a good idea.
A nonprofit charter, which in Illinois is called Articles of Incorporation, is the document filed with the Secretary of State that formally creates your not-for-profit corporation. Bylaws are internal documents adopted by a nonprofit’s board of directors, which are not filed with the Secretary of State. You should keep your bylaws with your organization’s important records. Both Articles of Incorporation and bylaws are legally binding documents that govern your organization.
Get a Free Nonprofit Bylaws Template with Incorporation
Let our local registered agents form your nonprofit and get an attorney-drafted Illinois bylaws template + lifetime support from Illinois incorporation experts.