This template belongs to step 4 of the builder (adopt bylaws + conflict-of-interest policy); head back there when your document is done.
Read this before using the template. This is legal information, not legal advice: a starting point to adapt, not a finished legal document. The §25F proposed regulations expected by late September 2026 may refine terms; this page is version-stamped and we revise it when they land. Have a licensed attorney in your state review your adapted bylaws before adoption.
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BYLAWS OF
A Nonprofit Corporation
Template version 1.0 (July 2026) · eftccredit.com/build/templates/sgo-bylaws · Legal information, not legal advice: have a licensed attorney in your state review before adoption.
Online signing unlocks when every blank is filled ; a signed document can't have fill-in gaps. Still missing: organization name, state of incorporation, principal office address, maximum number of directors, director term (years), how often the board meets, quorum, scholarship committee size, fiscal year end, vote needed to amend these bylaws.
Adopted bylaws
Saved the PDF? Once the board adopts it at the organizational meeting (guide step 5), upload the adopted copy here and it's served back wherever it's needed.
Your state’s board rules
Two blanks in Article IV depend on your state's nonprofit corporation act: the minimum number of directors and the default quorum rule. We compiled all 51 jurisdictions with the statute linked so you can confirm the exact text. Rows marked Statute read were verified against the statute itself; Secondary rows come from reputable legal summaries where the state's site blocks automated reading, so click the citation and confirm before you rely on it.
| State | Min. directors | Default quorum | Statute | Source |
|---|---|---|---|---|
| Alabama | 3 | Majority of the number of directors fixed by the bylaws (or, absent a bylaw fixing the number, majority of the number then in office); bylaws may authorize a lower quorum but not less than one-third | Ala. Code § 10A-3-2.09 (directors) and § 10A-3-2.11 (quorum) | Secondary |
| Alaska | 3 | Majority of the number of directors fixed by the articles or bylaws constitutes a quorum, unless a greater or lesser number is authorized in the articles/bylaws | Alaska Stat. § 10.20.086 (number of directors); § 10.20.106 (quorum of directors) | Secondary |
| Arizona | 1 | Majority of the fixed (or, for variable-range boards, prescribed/in-office) number of directors; bylaws or articles may lower the quorum to as little as one-third of that number | Ariz. Rev. Stat. § 10-3803 (number of directors); § 10-3824 (quorum and voting) | Statute read |
| Arkansas | 3 | Majority of directors in office immediately before the meeting begins, unless articles/bylaws (within statutory bounds) provide otherwise | Ark. Code Ann. § 4-33-803 (number of directors); § 4-33-824 (quorum and voting) | Secondary |
| California | 1 | Majority of directors authorized in articles/bylaws; bylaws may lower quorum but not below the greater of one-fifth of authorized directors or two (except a one-director board, where that director is a quorum) | Cal. Corp. Code § 5151(a) (number of directors); § 5211(a)(7) (quorum) | Statute read |
| Colorado | 1 | Majority of directors in office (or of a fixed board number) unless bylaws set a different number, which may not be less than one-third of the number in office/fixed | Colo. Rev. Stat. § 7-128-103 (number of directors); § 7-128-107 (quorum, per Model Act structure) | Secondary |
| Connecticut | 3 | Majority of the fixed (or prescribed) number of directors; bylaws/certificate may lower to as few as 1/3 of that number but never fewer than 2 | Conn. Gen. Stat. § 33-1082(a) (directors); § 33-1100 (quorum) | Statute read |
| Delaware | 1 | Majority of the total number of directors; bylaws may lower to as little as 1/3 of the total number of directors, but never below 1/3 | Del. Code Ann. tit. 8, § 141(b) | Statute read |
| District of Columbia | 3 | Majority of directors in office before the meeting begins; may be lowered by articles/bylaws to no fewer than the greater of 1/3 of directors in office or 2 directors | D.C. Code § 29-406.03 (directors); § 29-406.24 (quorum) | Secondary |
| Florida | 3 | Majority of the number of directors prescribed by articles/bylaws; articles may lower to no fewer than 1/3 | Fla. Stat. § 617.0803 (directors); § 617.0824 (quorum) | Statute read |
| Georgia | 1 (but nonprofits without members must have at least 3 as of the Act's July 1, 2023 effective date) | Majority of the fixed/prescribed number of directors unless articles/bylaws set a different number; may be lowered to no fewer than 1/3 of the fixed or prescribed number | O.C.G.A. § 14-3-803 (number of directors); § 14-3-824 (quorum and voting) | Secondary |
| Hawaii | 3 | Majority of directors in office immediately before the meeting, unless chapter/articles/bylaws provide otherwise; articles/bylaws may not set quorum below the greater of 1/3 of directors in office or two directors | Haw. Rev. Stat. § 414D-133 (number of directors); § 414D-147 (quorum and voting) | Secondary |
| Idaho | 3 (religious corporations: 1) | Majority of directors in office; bylaws may not set quorum below the greater of 1/3 of directors or 2 directors | Idaho Code §§ 30-30-603 (directors), 30-30-616 (quorum) | Statute read |
| Illinois | 3 | Majority of directors then in office; bylaws/articles may lower quorum but never below 1/3 of directors then in office | 805 ILCS 105/108.10 (number of directors); 805 ILCS 105/108.15 (quorum) | Secondary |
| Indiana | 3 | Majority of directors in office immediately before the meeting begins; bylaws/articles may not authorize a quorum below the greater of 1/3 of directors in office or 2 directors | IC 23-17-12-3 (number of directors); IC 23-17-15-5 (quorum) | Statute read |
| Iowa | 1 | Set by articles/bylaws (act specifies board size in bylaws); default board quorum under the Act is a majority of directors in office unless bylaws state otherwise | Iowa Code § 504.803 | Statute read |
| Kansas | 1 | Majority of the total number of directors, unless articles of incorporation or bylaws require a greater number (bylaws may not go below majority under this provision) | Kan. Stat. Ann. § 17-6301 | Statute read |
| Kentucky | 3 | Majority of the number of directors fixed by the bylaws (or articles if bylaws are silent) constitutes a quorum, unless the articles or bylaws provide otherwise (may be raised or lowered) | KRS § 273.211 (number of directors); KRS § 273.217 (quorum of directors) | Statute read |
| Louisiana | 3 (or as many as there are members if fewer than 3 members) | Majority of the board of directors, unless otherwise provided in articles/bylaws | La. Rev. Stat. § 12:224(B) (quorum: § 12:224(C)) | Statute read |
| Maine | 3 | Majority of the number of directors fixed by bylaws (or articles if bylaws silent); bylaws/articles may lower it but never below 1/5 of that number | Me. Rev. Stat. tit. 13-B, § 702 (directors); § 706 (quorum) | Statute read |
| Maryland | 1 | Majority of the entire board of directors, unless bylaws provide otherwise (bylaws may lower to not less than 1/3 of entire board, except boards of 2-3 directors need at least 2, and a sole director constitutes quorum alone) | Md. Code, Corps. & Ass'ns § 2-402(a) (directors); § 2-408(b) (quorum) | Statute read |
| Massachusetts | 1 (3 recommended in practice; MA nonprofits often incorporate business-corp director rules via c.156D by reference) | Majority of directors then in office; bylaws may set a different (typically lower) number | Mass. Gen. Laws ch. 180, § 6 (incorporating relevant provisions of ch. 156D, e.g. § 8.03 director count, § 8.24 quorum) | Secondary |
| Michigan | 3 (1 for private foundations and certain dentally-underserved-population care corporations) | Majority of directors then in office; bylaws/articles may set a larger or smaller number, but never below 1/3 of directors then in office | Mich. Comp. Laws § 450.2505 (directors); § 450.2523 (quorum) | Secondary |
| Minnesota | 3 | Majority of directors then in office; articles/bylaws may raise or lower this, but never below 1/3 of directors then in office | Minn. Stat. § 317A.203 (directors); § 317A.231 (quorum) | Statute read |
| Mississippi | 1 (3 for charitable orgs soliciting contributions, incorporated on/after 1/1/2012) | Majority of directors in office immediately before the meeting begins (bylaws may set a different quorum) | Miss. Code Ann. § 79-11-235 (directors minimum); § 79-11-263 (quorum) | Statute read |
| Missouri | 3 | Majority of directors in office; bylaws/articles may lower quorum but not below the greater of one-third of directors in office or two directors | Mo. Rev. Stat. § 355.321 (directors' qualifications/minimum number); § 355.401 (quorum and voting) | Statute read |
| Montana | 3 | Majority of directors in office; bylaws/articles may lower quorum but not below the greater of one-third of directors in office or two directors | Mont. Code Ann. § 35-2-415 (directors' qualifications and number); § 35-2-431 (quorum and voting) | Statute read |
| Nebraska | 3 | Majority of directors in office; bylaws may lower to no less than the greater of 1/3 of directors or 2 directors | Neb. Rev. Stat. § 21-1970 (directors); § 21-1984 (quorum) | Statute read |
| Nevada | 1 | Majority of the board of directors/trustees at a duly assembled meeting; articles/bylaws may set a different proportion | NRS 82.196 (number of directors); NRS 82.271 (quorum) | Statute read |
| New Hampshire | 5 (charitable nonprofit corporations); RSA 292 generally otherwise leaves number to articles/bylaws | Not fixed by statute for the full board; RSA 292 leaves quorum to the corporation's bylaws/articles (only committee quorum, majority, is addressed by statute) | RSA 292:6-a (board composition, charitable nonprofits); RSA 292:6 (bylaws/organization, general) | Statute read |
| New Jersey | 3 | Majority of the full board present in office, unless certificate of incorporation or bylaws specify otherwise (subject to statutory minimum) | N.J.S.A. 15A:6-2 (number of trustees); quorum at N.J.S.A. 15A:6-7 | Secondary |
| New Mexico | 3 | Majority of the number of directors fixed by bylaws/articles, but never less than one-third of that fixed number; bylaws/articles may lower quorum down to that one-third floor | NMSA 1978 § 53-8-18 (number of directors); quorum at NMSA 1978 § 53-8-20 | Secondary |
| New York | 3 | Majority of the entire board; bylaws/certificate may lower it, but for a board of 15 or fewer the quorum floor is one-third of the entire board, and for boards over 15 the floor is 5 plus 1 for every additional 10 members (or fraction) | N.Y. Not-for-Profit Corporation Law § 702 (number of directors); quorum at N-PCL § 707 | Statute read |
| North Carolina | 1 | Majority of directors in office; bylaws may lower to not less than 1/3 of directors in office | N.C. Gen. Stat. § 55A-8-03 (directors); § 55A-8-24 (quorum) | Statute read |
| North Dakota | 3 (may be fewer, down to the number of voting members, if corporation has only 1 or 2 voting members) | Majority of directors currently holding office; articles/bylaws may set a larger or smaller number/proportion | N.D. Cent. Code § 10-33-28 (number of directors); § 10-33-41 (quorum) | Statute read |
| Ohio | 3 (fewer allowed if corporation has only 1 or 2 members, but not below the number of members) | Majority of the whole authorized number of directors; articles or regulations (bylaws) may set a different quorum | Ohio Rev. Code § 1702.27 (directors); § 1702.32 (quorum) | Statute read |
| Oklahoma | 1 | Majority of total directors; bylaws/certificate may raise it but may not set quorum below 1/3 of total directors | Okla. Stat. tit. 18, § 1027 | Secondary |
| Oregon | 3 (public benefit/charitable corporations); mutual benefit and religious corporations only need 1 | Majority of directors in office immediately before the meeting; bylaws/articles may lower to no less than 1/3 of directors in office, or raise it | ORS 65.307 (number of directors); ORS 65.351 (quorum and voting) | Statute read |
| Pennsylvania | 3 (default when neither bylaws nor articles fix a different number); bylaws or articles may set another number, and case law/practice permits as few as 1 if so fixed | Majority of directors in office, unless the bylaws provide otherwise (bylaws may lower or raise it; no statutory floor stated) | 15 Pa.C.S. § 5723 (number of directors); 15 Pa.C.S. § 5727 (quorum of and action by directors) | Statute read |
| Rhode Island | 3 | Majority of directors fixed by bylaws (or articles if bylaws silent); bylaws/articles may lower but never below 1/4 of that number | R.I. Gen. Laws § 7-6-23 (directors); § 7-6-25 (quorum) | Statute read |
| South Carolina | 3 | Majority of directors in office immediately before the meeting; bylaws/articles may not set quorum below the greater of 1/3 of directors in office or 2 directors | S.C. Code Ann. § 33-31-803 (number of directors); § 33-31-824 (quorum and voting) | Secondary |
| South Dakota | 3 | Majority of the number of directors fixed by bylaws (or articles if bylaws silent); bylaws/articles may lower but never below 1/3 of that number | S.D. Codified Laws § 47-23-14 (number of directors); § 47-23-20 (quorum) | Secondary |
| Tennessee | 3 | Majority of directors in office immediately before the meeting begins (default); bylaws/charter may lower it, but not below the greater of one-third of directors in office or 2 directors | Tenn. Code Ann. § 48-58-103 (number of directors); quorum at § 48-58-205 | Secondary |
| Texas | 3 | Lesser of: majority of the number of directors set by bylaws/certificate of formation, or any number not less than 3 set as quorum by certificate of formation or bylaws | Tex. Bus. Orgs. Code § 22.204 (number of directors); quorum at § 22.213 | Secondary |
| Utah | 3 | Majority of directors in office immediately before meeting begins, unless bylaws set greater or lesser; bylaws may lower to no fewer than 1/3 of the fixed board size and never below 2 directors | Utah Code Ann. § 16-6a-803 (number of directors); quorum at § 16-6a-816 | Secondary |
| Vermont | 3 | Majority of fixed number of directors (or majority of prescribed number for variable-range boards); bylaws/articles may require a greater number | 11B V.S.A. § 8.03 (directors); § 8.24 (quorum) | Secondary |
| Virginia | 1 | Majority of the fixed number of directors (or of the prescribed/present number for variable-range boards); articles or bylaws may authorize a quorum as low as one-third of the specified/fixed number | Va. Code § 13.1-855 (number of directors); § 13.1-868 (quorum) | Statute read |
| Washington | 1 (3 for organizations classified as public charities under IRC §509(a)(1)-(4)) | Majority of directors in office/fixed number; articles or bylaws may lower quorum to no fewer than one-third of directors in office | RCW 24.03A.505 (number of directors); RCW 24.03A.565 (board quorum and voting requirements) | Secondary |
| West Virginia | 3 | Majority of the fixed (or prescribed) number of directors; bylaws/articles may lower to no fewer than one-third of directors | W. Va. Code § 31E-8-803 (directors), § 31E-8-824 (quorum) | Secondary |
| Wisconsin | 3 | Majority of directors in office immediately before the meeting begins, unless articles/bylaws provide otherwise | Wis. Stat. § 181.0803 (directors), § 181.0824 (quorum) | Secondary |
| Wyoming | 3 | Majority of directors in office immediately before the meeting; articles/bylaws may lower quorum but never below the greater of one-third of directors in office or 2 directors | Wyo. Stat. § 17-19-803 (directors), § 17-19-824 (quorum) | Secondary |
Compiled July 2026 from state nonprofit corporation acts. The statute link is the authority; treat this table as the map, not the territory.
How to use it
- 1. Fill the blanks above, checking your state's row for the director minimum and quorum floor before setting Article IV's numbers.
- 2. Save as PDF (or copy into your word processor) and share the draft with your board.
- 3. Have a licensed attorney in your state review the adapted document.
- 4. Adopt it at your organizational meeting (or by amendment if you're already formed) and record it in minutes, see the meeting guide.
- 5. Watch our news feed: when the proposed regulations land, this page gets revised and version-bumped, and builder accounts get an email.
Sources: the archived §25F statute text, IRS Notice 2025-70, the IRS Form 1023 instructions (conflict of interest sample), and each state statute linked in the table. Unfamiliar term anywhere on this page? Everything dotted-underlined explains itself on hover, and the full glossary covers the rest.
