Expert: Harvey Mechanic - 7/7/2009

Question
QUESTION: Hello

Thank you for your great service!

I am writing up a draft bylaws for our organization. I have found many samples on the internet. Some include an article stating the name of the organization, who are considered members, etc. While other do not.

I am wondering what is suppose to be and what is required to be in the bylaws? Maybe you can recommend a sample to base ours off?

Thank you.

ANSWER: I would need to know the subsection of IRC 501(c) under which the organization was incorporated.

You would need to see the state law.  What state is the incorporation?  Next you would need to review the articles of incorporation.  Does it have a provision for members?  If so, give me the phrasing.  Then I will reply further.

You are welcome.  

Harvey Mechanic
Attorney at Law
Harvey108@hotmail.com

---------- FOLLOW-UP ----------

QUESTION: Thank you for your speedy reply.

1) 501(c)3
2) Nevada
3) The only mention of members is: ...No part of the net earnings... shall inure... its members...

Thank you for this great service you provide. :)

Answer
http://snipr.com/cb5zq is the Nevada Nonprofit Corporation Code and your bylaws cannot contradict anything there.  For example, the sixth link down is NRS 82.031 “Member” defined, which has:
---Start of Excerpt--
Unless otherwise provided in the articles or bylaws, the word “member” means, without regard to what a person is called in the articles or bylaws, any person who on more than one occasion has the right pursuant to the articles or bylaws to vote for the election of a director or directors. A person is not a member by virtue of any rights he has as a delegate or director or any rights he has to designate a director or directors.
---End of Excerpt--

Read over those laws and you can look at sample bylaws for a 501(c)(3) organization at:
http://viewer.zoho.com/docs/dbl87

You are welcome.

Harvey Mechanic
Attorney at Law
Harvey108@hotmail.com