Consumer Protection Division
In addition to Articles of Incorporation, Indiana law requires every nonprofit corporation to adopt bylaws. A nonprofit corporation's bylaws are its code of rules for the regulation or management of its affairs. Indiana law gives nonprofit corporations wide latitude to set bylaws appropriate for the particular nonprofit corporation adopting them. A nonprofit corporation's bylaws may contain any provision for regulating and managing its affairs that is not inconsistent with any law or with its Articles of Incorporation.
Although Indiana law requires a nonprofit corporation to adopt bylaws, there is no law requiring it to file its bylaws with the state. For example, the law does not require a nonprofit corporation to file its bylaws with the Indiana Secretary of State as it must do with its Articles of Incorporation. Instead, the nonprofit corporation maintains its bylaws as part of its records.
A nonprofit corporation should adopt its bylaws either at its first organizational meeting or at the first meeting of its board of directors.
For further information on the topics discussed on this page, see:
- Indiana Code section 23-17-3-7
(providing for the adoption of bylaws at the nonprofit corporation's first organizational meeting or at the first meeting of its board of directors)
- Indiana Code section 23-17-3-8
(bylaws and their contents)
- Indiana Code section 23-17-3-9
- Bylaws Checklist from Blue Avocado, the magazine of American Nonprofits (describing provisions to consider including in bylaws)
- Nonprofit Arts Development Guide Chapter 3: Developing Bylaws for an Arts Council or Arts Organization from the Oklahoma Arts Council (briefly discussing bylaws for arts organizations but of general use to all organizations)