BY-LAWS OF [NAME], A NOT-FOR-PROFIT CORPORATION 
 

ARTICLE I   ORGANIZATION
 

1. The name of the organization shall be [NAME].
 

2. The organization shall have a seal which shall be in the following 
form: [DESCRIBE]
 

3. The organization may at its pleasure by a vote of the membership body 
change its name.

 
ARTICLE II   PURPOSES

The following are the purposes for which this organization has been 
organized: [DESCRIBE] 

ARTICLE III   MEMBERSHIP

Membership in this organization shall be open to all who [DESCRIBE].

 
ARTICLE IV   MEETINGS

The annual membership meeting of this organization shall be held on the 
__________ day of [MONTH] each and every year except if such day be a 
legal holiday, then and in that event, the Board of Directors shall fix 
the day but it shall not be more than two weeks from the date fixed by 
these By-Laws.

The Secretary shall cause to be mailed to every member in good standing 
at his address as it appears in the membership roll book in this 
organization a notice telling the time and place of such annual meeting.
 

Regular meetings of this organization shall be held [LOCATION].
 

The presence of not less than _________ ( ____%) percent of the members 
shall constitute a quorum and shall be necessary to conduct the business 
of this organization; but a lesser percentage may adjourn the meeting 
for a period of not more than _________ weeks from the date scheduled by 
these By-Laws and the secretary shall cause a notice of this scheduled 
meeting to be sent to all those members who were not present at the 
meeting originally called. A quorum as herein before set forth shall be 
required at any adjourned meeting.
 

Special meetings of this organization may be called by the president 
when he deems it for the best interest of the organization. Notices of 
such meeting shall be mailed to all members at their addresses as they 
appear in the membership roll book at least ten (10) days before the 
scheduled date set for such special meeting. Such notice shall state the 
reasons that such meeting has been called, the business to be transacted 
at such meeting and by whom it was called. At the request of ___________ 
( _____%) percent of the members of the Board of Directors or 
___________ ( _____%) percent of the members of the organization, the 
president shall cause a special meeting to be called but such request 
must be made in writing at least ten (10) days before the requested 
scheduled date.
 

No other business but that specified in the notice may be transacted at 
such special meeting without the unanimous consent of all present at 
such meeting.

ARTICLE V   VOTING
 

At all meetings, except for the election of officers and directors, all 
votes shall be by voice. For election of officers, ballots shall be 
provided and there shall not appear any place on such ballot that might 
tend to indicate the person who cast such ballot.
 

At any regular or special meeting, if a majority so requires, any 
question may be voted upon in the manner and style provided for election 
of officers and directors.
At all votes by ballot the chairman of such meeting shall, 
prior to the commencement of balloting, appoint a committee of three who 
shall act as "Inspectors of Election" and who shall, at the conclusion 
of such balloting, certify in writing to the Chairman the results and 
the certified copy shall be physically affixed in the minute book to the 
minutes of that meeting.

No inspector of election shall be a candidate for office or shall be 
personally interested in the question voted upon.

 
ARTICLE VI   ORDER OF BUSINESS
 

1. Roll Call.
2. Reading of the Minutes of the preceding meeting.
3. Reports of Committees.
4. Reports of Officers.
5. Old and Unfinished Business.
6. New Business.
7. Adjournments.

 
ARTICLE VII   BOARD OF DIRECTORS
 

The business of this organization shall be managed by a Board of 
Directors consisting of [#] members, together with the officers of this 
organization. At least one of the directors elected shall be a resident 
of the State of __________ and a citizen of the United States.

The directors to be chosen for the ensuing year shall be chosen at the 
annual meeting of this organization in the same manner and style as the 
officers of this organization and they shall serve for a term of _______ 
years.

The Board of Directors shall have the control and management of the 
affairs and business of this organization. Such Board of Directors shall 
only act in the name of the organization when it shall be regularly 
convened by its chairman after due notice to all the directors of such 
meeting.

___________ ( ____%) percent of the members of the Board of Directors 
shall constitute a quorum and the meetings of the Board of Directors 
shall be held regularly on the [DATE]. 

Each director shall have one vote and such voting may not be done by 
proxy.

The Board of Directors may make such rules and regulations covering its 
meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the 
majority of the remaining members of the Board of Directors for the 
balance of the year.

The President of the organization by virtue of his office shall be 
Chairman of the Board of Directors.

The Board of Directors shall select from one of their members a 
secretary.

A director may be removed when sufficient cause exists for such removal. 
The Board of Directors may entertain charges against any director. A 
director may be represented by counsel upon any removal hearing. The 
Board of Directors shall adopt such rules for this hearing as it may in 
its discretion consider necessary for the best interests of the 
organization.

ARTICLE VIII   OFFICERS
 

The initial officers of the organization shall be as follows:
President:
Vice President:
Secretary:
Treasurer:
 

The President shall preside at all membership meetings.
  He shall by virtue of his office be Chairman of the Board of 
Directors.
  He shall present at each annual meeting of the organization an annual 
report of the work of the organization.
  He shall appoint all committees, temporary or permanent.
  He shall see all books, reports and certificates required by law are 
properly kept or filed.
  He shall be one of the officers who may sign the checks or drafts of 
the organization.
  He shall have such powers as may be reasonably construed as belonging 
to the chief executive of any organization.

The Vice President shall in the event of the absence or inability of the 
President to exercise his office become acting president of the 
organization with all the rights, privileges and powers as if he had 
been the duly elected president.
 

The Secretary shall keep the minutes and records of the organization in 
appropriate books.
  It shall be his duty to file any certificate required by any statute, 
federal or state.
  He shall give and serve all notices to members of this organization.
  He shall be the official custodian of the records and seal of this 
organization.
  He may be one of the officers required to sign the checks and drafts 
of the organization.
  He shall present to the membership at any meetings any communication 
addressed to him as Secretary of the organization.
  He shall submit to the Board of Directors any communications which 
shall be addressed to him as Secretary of the organization.
  He shall attend to all correspondence of the organization and shall 
exercise all duties incident to the office of Secretary.
 

The Treasurer shall have the care and custody of all monies belonging to 
the organization and shall be solely responsible for such monies or 
securities of the organization. He shall cause to be deposited in a 
regular business bank or trust company a sum not exceeding $ ________ 
and the balance of the funds of the organization shall be deposited in a 
savings bank except that the Board of Directors may cause such funds to 
be invested in such investments as shall be legal for a non-profit 
corporation in this state.
  He must be one of the officers who shall sign checks or drafts of the 
organization. No special fund may be set aside that shall make it 
unnecessary for the Treasurer to sign the checks issued upon it.
  He shall render at stated periods as the Board of Directors shall 
determine a written account of the finances of the organization and such 
report shall be physically affixed to the minutes of the Board of 
Directors of such meeting.
  He shall exercise all duties incident to the office of Treasurer.
 

Officers shall by virtue of their office be members of the Board of 
Directors.
 

No officer shall for reason of his office be entitled to receive any 
salary or compensation, but nothing herein shall be construed to prevent 
an officer or director for receiving any compensation from the 
organization for duties other than as a director or officer.

ARTICLE IX   SALARIES

The Board of Directors shall hire and fix the compensation of any and 
all employees which they in their discretion may determine to be 
necessary for the conduct of the business of the organization.

ARTICLE X   COMMITTEES

All committees of this organization shall be appointed by the Board of 
Directors and their term of office shall be for a period of one year or 
less if sooner terminated by the action of the Board of Directors.

The permanent committees shall be: [DESCRIBE]

ARTICLE XI   DUES
 

The dues of this organization shall be $ _______per annum and shall be 
payable on [DATE].

ARTICLE XII   AMENDMENTS
 

These By-Laws may be altered, amended, repealed or added to by an 
affirmative vote of not less than ________________ (_____%) percent of 
the members.

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