This By-Laws document contains the following information: the name and location of the corporation, the shareholders, and the duties of the officers.
Bylaws For Nonprofit Template In Virginia
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The Delaware corporate code covers most of the topics normally addressed in the Bylaws. Therefore, if the Certificate of Incorporation sets forth the authorized number of directors there is no legal requirement that a corporation have bylaws.
Your bylaws must comply with Virginia state law, but also serve as a supplement to the code. Your nonprofit will also need to form a conflict of interest policy. This policy will ensure that all decisions made by the board and by the members, is in the best interest of the nonprofit.
Under Virginia law, to have a nonprofit you only need to have one member on the Board of Directors. However, to be eligible for tax exemption with the IRS, we recommend that you have at least three directors.
Corporate bylaws are legally required in Virginia. The law doesn't specify when bylaws must be adopted, but usually this happens at the organizational meeting.
Each corporation other than a banking corporation, an insurance corporation, a savings institution or a credit union shall have power to enter into partnership agreements, joint ventures or other associations of any kind with any person or persons.
Any non-profit conducting business in Virginia must register as a Non-Stock Corporation or Limited Liability Company (LLC) with the Virginia State Corporation Commission. Procedures for filing as a Non-Stock Corporation can be found in the Code of Virginia Nonstock Corporation Act, Sections 13.1-801 through 13.1-946.
§ 13.1-624. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.
The IRS generally requires a minimum of three board members for every nonprofit, but does not dictate board term length. What is important to remember is that board service terms aren't intended to be perpetual, and are typically one to five years.