When you start a new nonprofit organization, one of your first tasks is to draft some organizational bylaws. Bylaws are your organization's internal rules and regulations. They provide an operating framework for your organization by describing committee structures and functions, meeting frequency, rules for officer election and filling vacancies, officer duties, and other routine board activities. Bylaws can also be invaluable for resolving internal disputes.

Key Functions of Your Bylaws

Your bylaws should serve these three key functions:

• Establish chains of command
• Identify responsibilities
• Describe basic organizational structures

Preparing Your Bylaws

Before you draft your bylaws, you should review Wisconsin's nonprofit rules (PDF, 181 KB) pertaining to bylaws and emergency bylaws. Although your bylaws must comply with Wisconsin laws, they do not need to be filed with the state or any local government authority.

If you want your organization to become an affiliate of the Wisconsin Historical Society, you will have to submit your bylaws to the Society. The Society can assist you in preparing your bylaws. The Society can also help with your organization's incorporation documents if you are just getting started. You can find more information about affiliation and sample bylaws on the Society's How to Become a Local History Affiliate page.

You can also seek help for developing or revising your bylaws from your county UW-Extension office. In most counties, this work is coordinated by the Community, Natural Resource and Economic Development (CNRED) educator. In those counties without a CNRED educator, the department head can provide assistance. Contact your local UW-Extension office for more information.

When you have drafted your bylaws,you should hold your first board meeting so the board can review and approve your bylaws.

Key Components of Your Bylaws

Since your organization's bylaws are primarily for internal use and guidance, you can make your bylaws as thorough as you wish. The list below identifies the key components of bylaws. Your bylaws should describe the following:

1. Key organizational structures, including:
• Membership structure
• Membership levels
• Member roles
2. Details of your board structure, including:
• Number of board members
• Eligibility requirements
• Selection procedures
• Term limits
• Removal and replacement procedures
3. Each officer's duties and tenure, and the process for election to these offices
4. Your board committee structure, including committee roles and the size of each committee
5. A plan for managing internal crises
6. Rules for amending your bylaws
7. The conditions and rules for dissolving the corporation

Your organization may choose to include conflict of interest policies in your bylaws as well.

Learn More

Historic Preservation Advocacy Guide

Find more how-to articles about historic preservation advocacy.

Nonprofit Management Education Center

You can learn more about nonprofit operations from the Nonprofit Management Education Center offered by the Center for Community and Economic Development, which is part of the University of Wisconsin Division of Cooperative Extension. This resource includes a library of articles and an Organizational Assessment Tool.