Let me ask you something,  what if your next major funder asks, ‘Show me your governance documents and how you use AI responsibly’? 

In 2025, that’s not just hypothetical, it’s reality. The grant landscape is shifting fast. Funding sources want transparency, tech-savvy operations, and accountability baked into your DNA. If your bylaws are weak or outdated, your grant applications could be boxed out before your proposal is even read.

Why Bylaws Matter 

Your bylaws aren’t a dusty relic you file away. They are the playbook for how your organization behaves, especially when things get messy. When your funder shifts priorities, a board member resigns mid-term, or you’re integrating new tech like AI, you need clarity. 

Bylaws that don’t define structure, expectations, and guardrails become a liability, not an asset. When I say ‘they should say everything’—that’s not an exaggeration. 

A well-crafted set of bylaws allows a newly elected board member to pick them up and know exactly how your board operates, what’s expected, and how decisions are made. 

You should be able to hand your bylaws to a new board member, and they’ll know their role immediately.

Bylaws Template Outline

Here are the sections you must include in your organization’s bylaws, including why these are important.

Name, Purpose & Mission Alignment

Start with your full legal name, and then state your nonprofit’s purpose. This purpose needs to mirror your Articles of Incorporation and give you flexibility to evolve. Don’t trap yourself into overly narrow language as future funders or programs should still feel within scope.

Board of Directors Structure

Officers: Roles & Accountability: You’ll want a president/ board chair, vice chair, secretary, treasurer at a minimum. Don’t stop at titles, be sure to define exactly what each is responsible for (e.g. minute-taking, financial reporting, compliance duties). Many boards stumble because they don’t have clearly defined responsibilities or duties for their board members so their board members, in turn, do nothing.

Board Size: You want your board size to be both manageable and protective of decision-making, often odd-numbered (3 to 15 is common) to avoid tie votes. Too small of a board, you won’t have the support when doing fundraising and too large of a board means it’s hard to reach quorum and can become unruly. Also, be sure to check your State’s requirements on the minimum number of board members for the creation of a nonprofit organization.

Term lengths: How long will a board member serve in their role on your nonprofit? This needs to be pre-determined. It could be one year or three years or any number of years. But do know that if you have longer terms it may be harder to find board members willing to commit that long. 

Election process: Determine how the election is done. How will new board members come on? Will they be voted on at the annual meeting, etc.? 

Resignation and removal: This is a must! What happens when (not if!) a board member resigns? How will you fill that role? Or what happens if a board member underperforms and is deadweight for your nonprofit? You will want a policy on how to neutrally remove them as that can feel sticky. This could be as simple as every member needs to show up to at least 75 percent of the meetings, be active on a committee, etc. 

Board powers and duties: What does the board actually do? At a minimum, they should hire leadership on the nonprofit, set policy, and oversee finances. 

Meetings (Regular, Annual, Special) & Quorum

Be sure to state how many meetings per year (monthly or quarterly is safer than ‘whenever needed’). We like having monthly board meetings. Quarterly can be a little dangerous because if a board member misses the meeting, they essentially miss six months.
Also specify:

• Notice of meetings: how and when are board members notified on when a meeting is? This is usually the Secretary who sends out a notice at least two weeks in advance. Be sure to include your decision on this notification (which role will notify and how far in advance of meeting?).
• Special meetings: Your ability to call special meetings (outside of regular board meetings) is also important as the world changes quickly. Oftentimes, you won’t have the same lead time as regular meetings so even a 24-hour notice could be sufficient. Once again identify who notifies board members and time-frame. 
• What constitutes a quorum? Quorum is what is the minimum number of board members for decision-making? Be sure to also include if digital presence is allowed via Zoom, Whatsapp audio, etc. 
• Annual meeting: Annual meetings are important for big decisions such as when board elections, reports, and strategy reviews happen. Be sure to schedule them in such as “the first Monday of every December” instead of a certain date.

Compensation / Non-Compensation Policy

Your bylaws should clearly state whether board members are compensated or not. For most nonprofits, board service is voluntary. Declaring non-compensation upfront avoids conflicts and surprises. I’ve been on boards where they give you a nominal stipend for showing up to meetings and also boards where it is strictly voluntary. In any case, just be sure to make a decision about what that will be.

Conflict of Interest & Recusal Policy

This is essential in 2025 more than ever. Every board member should commit to recusing themselves from votes when they have a conflict. Spell out how conflicts are declared, handled, and documented. Funders often ask to have a copy of your Conflict of Interest Policy.

Fiscal Year, Accounting & Audit Requirements

Set your fiscal year (e.g. Jan-Dec, July-June, Oct.-Sept). Then define your accounting practices, who approves audits, who has oversight. When funders look at your financials, they’ll want to see that your fiscal policies are built into your governance.

Indemnification & Liability Protection

You need language protecting board members from personal legal exposure when acting in good faith on behalf of the nonprofit. If you don’t include indemnification, potential board members might shy away from serving, especially in volatile times.

Amendments

Your bylaws should include how they can be changed, typically a majority or two-thirds vote of your board. Make it clear so nobody later claims ‘we never agreed’ when changes are proposed.

Modern / Forward-Looking Clauses (AI, Tech, Data Protection)

This is one of the places your bylaws can signal that your nonprofit is future-ready. Here’s a sample Responsible AI clause you could adapt:

“Responsible AI Use. The Board shall oversee and approve any use of artificial intelligence tools in programs, fundraising, administration, or other operations of the nonprofit. AI systems shall be used only in alignment with mission, with appropriate human oversight, transparency, and protection of privacy and data security. Any decision materially affecting clients or beneficiaries that is assisted by AI must be reviewed and ratified by human decision-makers.”*

You can tailor this, lighter or stronger, depending on your risk tolerance and tech maturity. But including something now sends a signal to funders and stakeholders that you are keeping up with the times and having meaningful conversations.

Wrap-Up

So there you have your essential roadmap for writing bylaws built for the shifting funding environment of 2025 and beyond. When done right, bylaws don’t just guide your governance, they protect your mission, reassure funders, and keep your board aligned.