Nonprofit Bylaws

Learn how bylaws can help your child care nonprofit thrive.

Bylaws are the foundational rules that guide how your nonprofit organization operates. Think of them as your organization’s playbook—a document that outlines leadership roles, decision-making processes, and financial responsibilities. For child care business owners running or planning to run a nonprofit, bylaws bring clarity, accountability, and help ensure you and your team follow the rules.

This guide will show you what your bylaws should include, how to use them, and practical steps to get started. An example is also included at the end of this guide.

What Must Be Included in My Bylaws?

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While there are several optional items your bylaws can include, there are some basic components that are critical. These elements are the essential framework for your nonprofit and will help you make sure that your organization operates effectively and complies with legal requirements:

Your Organization's Purpose

  • Include key information about your organization and its mission.

    • What is your nonprofit’s name?

    • What specific goal or problem does your organization address?

    • How does solving this problem benefit your community?

Pro Tip: Consult with a nonprofit advisor or legal expert to ensure your mission aligns with legal requirements for nonprofit status. For child care businesses, this typically means focusing on providing accessible, high-quality care, supporting early childhood education, or addressing community needs, such as low-income families' access to care. Clearly define how your nonprofit serves the public good to meet IRS and state-level requirements. 

Membership Guidelines (if applicable)

  • Determine if your nonprofit will have members and guidelines for their participation.

    • Who qualifies for membership?

    • What is the process for joining or leaving?

    • What rights and responsibilities will members have?

Important Note: Members are likely rare in a child care nonprofit. In some cases you may want to provide certain rights to parents and caregivers (such as voting on certain policies) but not offer “membership” which would give them a larger stake in the organization’s governance.  Membership is optional, but if included, check your state’s laws regarding member rights and responsibilities.

Board of Directors

  • Determine details around your board of directors.

    • How many board members will your nonprofit need?

    • What are the key responsibilities of board members?

    • How will board members be selected and replaced?

Pro Tip: Your board should reflect a mix of skills and experiences relevant to your mission so you will want to consider the skills, experience, and positions that your nonprofit needs. For example, a typical small nonprofit board might include five members: a president, treasurer, secretary, and two general members with experience in education or finance.

Leadership Roles

  • List the key officer roles, such as president, treasurer, and secretary.

    • What are the main officer roles in your nonprofit?

    • What specific duties will each officer handle?

    • What is the process if an officer leaves unexpectedly?

Pro Tip: Clearly document these roles and responsibilities in your bylaws to avoid confusion. Common roles include a president, who oversees operations and set meeting agendas, a treasurer, who manages finances and prepare budgets, and a secretary, who maintains meeting minutes and records.

Meeting Guidelines

  • Determine details of board meetings for your organization.

    • How frequently will board meetings be held?

    • Will meetings be in-person, virtual, or a combination?

    • How will votes be conducted (e.g., in-person, virtual, or both)?

Example: “Board meetings will be held quarterly with at least two meetings conducted in person annually. Votes may be conducted via email for urgent matters.”

Financial Rules

  • Create guidelines for budgeting, audits, and expense approvals.

    • What process will you use to create and approve budgets?

    • How will audits be conducted?

    • Who will approve expenses and ensure accountability?

Pro Tip: A good rule of thumb is to use IRS guidelines for financial transparency and accountability.

Future Planning and Updates

  • Include a process for amending your bylaws as your nonprofit evolves.

    • How will your nonprofit handle updates to the bylaws?

    • What steps will ensure the process is straightforward and adaptable?

Pro Tip: Require a formal board vote for bylaw amendments to maintain integrity. Seek legal advice to ensure compliance with your state’s laws. 

What Else Might You Include in Your Bylaws?

While the foundational elements above ensure a solid framework for your bylaws, additional items can be included that meet your nonprofit's unique operational needs. These considerations can improve day-to-day operations and prevent conflicts:

  • Decision-Making Procedures:

    • How will major decisions be made?

    • Who has authority to approve financial or strategic changes?

For instance, if there’s a disagreement over financial management, bylaws can provide clear rules for resolving the issue.

  • Meeting Protocols:

    • What are the rules for setting agendas, conducting votes, and notifying members?

Clear bylaws can ensure all board members receive adequate notice before key decisions are made.

  • Conflict Resolution:

    • What happens if there’s a dispute among board members or staff?

    • Who mediates or resolves conflicts?

Imagine your board debating how to allocate funds for staff professional development. Your bylaws can clarify the decision-making process, ensuring that the final decision aligns with your nonprofit’s mission and budgeting rules. 

  • Training and Onboarding:

    • How will new board members or staff learn about their roles and responsibilities?

To guide you, reflect on a recent decision or conflict your organization faced. Could clear bylaws have made things easier? If so, what rules or guidance would have helped? Consider including these provisions if such situations are common in your operations.

What If I Need Help with Bylaws?

Though there is much you can do on your own in drafting bylaws, you can also can critical insights and support through several channels, depending on your needs:

  • Consult a Professional: Nonprofit attorneys or legal aid services can review your bylaws to ensure they meet state and federal requirements.

  • Join Nonprofit Associations: Local groups or child care associations often provide templates, workshops, and expert advice on drafting bylaws for businesses like yours. BoardSource, a national association of nonprofit governing board members has a number of excellent tools and guides. 

  • Collaborate with Your Board: Working as a team ensures everyone understands and supports the bylaws, making implementation smoother.

  • Learn from Peers: Reach out to other child care providers to see how their bylaws address similar challenges. Their insights can save you time and effort. 

Bylaws are more than just rules—they’re the backbone of a successful nonprofit. They provide the structure and accountability your organization needs to thrive. Whether you’re creating bylaws for the first time or revisiting outdated ones, investing time in this process now will save headaches later. To get started, search for nonprofit templates or samples of bylaws, or see the example included at the end of this guide.

Looking for additional information?

For more information about the Shared Services Alliance Network, or to join the SSA Network, please contact the Early Learning and Care Department at ELC@first5kids.org.

Example: Nonprofit Bylaws

Article I: Name and Purpose

Section 1. Name
The name of the organization shall be [Nonprofit Name], hereinafter referred to as "the Organization."

Section 2. Purpose
The Organization is organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code. The primary purpose is to [state specific purpose, e.g., "provide affordable, high-quality child care for low-income families in our community, supporting early childhood education and development"].

Article II: Membership

Section 1. Membership
Membership is optional for this Organization. Members, if applicable, shall meet the qualifications set forth by the Board of Directors and shall be entitled to rights and responsibilities as outlined in these bylaws.

Section 2. Rights and Responsibilities
Members, if established, shall have the right to vote on [specific items, e.g., election of board members or major organizational decisions] and shall comply with the Organization’s mission and guidelines.

Section 3. Meetings of Members
An annual meeting of members shall be held each year, with additional meetings as determined by the Board. Members shall be notified of meetings at least 30 days in advance.

Article III: Board of Directors

Section 1. General Powers
The affairs of the Organization shall be managed by the Board of Directors.

Section 2. Number and Composition
The Board shall consist of no fewer than [minimum number, e.g., 5] and no more than [maximum number, e.g., 15] members, including the officers of the Organization.

Section 3. Term of Office
Board members shall serve a term of [term length, e.g., 2 years] and may be reelected for up to [maximum number of terms, e.g., 3] consecutive terms.

Section 4. Election and Removal
Board members shall be elected by a majority vote of the members or existing Board. A Board member may be removed by a two-thirds vote of the remaining Board members for failure to fulfill duties or conduct detrimental to the Organization.

Section 5. Vacancies
Vacancies on the Board may be filled by a majority vote of the remaining Board members. The appointee shall serve the remainder of the unexpired term.

Article IV: Officers

Section 1. Officer Roles
The officers of the Organization shall include a President, Vice President, Treasurer, and Secretary. Additional officers may be established as needed by the Board.

Section 2. Duties of Officers

  • President: Presides over meetings, represents the Organization, and ensures execution of policies.

  • Vice President: Assists the President and assumes duties in their absence.

  • Treasurer: Manages financial records, prepares budgets, and ensures financial accountability.

  • Secretary: Maintains meeting minutes and official records.

Section 3. Election and Term
Officers shall be elected by the Board at the annual meeting and shall serve a term of [term length, e.g., 2 years].

Section 4. Removal and Vacancies
An officer may be removed by a majority vote of the Board for failure to perform duties. Vacancies shall be filled by appointment of the Board for the remainder of the term.

Article V: Meetings

Section 1. Regular Meetings
The Board shall hold regular meetings at least [frequency, e.g., quarterly].

Section 2. Special Meetings
Special meetings may be called by the President or a majority of the Board with at least [notice period, e.g., 7 days] notice.

Section 3. Quorum
A quorum shall consist of [specific number or proportion, e.g., a majority] of Board members.

Section 4. Voting
Decisions shall be made by a majority vote of those present unless otherwise specified in these bylaws.

Article VI: Committees

Section 1. Establishment
The Board may establish standing or ad hoc committees as needed to carry out the mission of the Organization.

Section 2. Committee Membership
Committee members shall be appointed by the Board and may include non-Board members.

Section 3. Authority
Committees shall report to the Board and operate under the Board’s direction.

Article VII: Financial Management

Section 1. Fiscal Year
The fiscal year of the Organization shall begin on [start date] and end on [end date].

Section 2. Budget
An annual budget shall be prepared by the Treasurer and approved by the Board.

Section 3. Audits
The financial records shall be reviewed annually by [an independent auditor or the Board].

Section 4. Financial Oversight
Expenditures over [specific amount, e.g., $1,000] must be approved by the Board.

Article VIII: Conflict of Interest

Section 1. Policy
Board members must disclose any potential conflicts of interest and recuse themselves from related decisions.

Section 2. Documentation
Conflict of interest disclosures shall be recorded in the meeting minutes.

Article IX: Amendments

Section 1. Process
These bylaws may be amended by a two-thirds vote of the Board, provided written notice of the proposed changes is given at least [notice period, e.g., 30 days] prior to the meeting.

Article X: Dissolution

Section 1. Procedure
Upon dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or to the federal, state, or local government for a public purpose.

Adopted by the Board of Directors on [Date]

Signatures:
President: __________________________
Secretary: __________________________ 

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