Starting a Nonprofit: Incorporation and Bylaws

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Incorporation and Bylaws

Articles of Incorporation

In general, the articles of incorporation serve like an organization’s declaration of independence, while the bylaws are analogous to its constitution and laws. The articles of incorporation set up the basic terms of the corporation, such as its purpose and board of directors.

Your articles of incorporation will be submitted to the State and Federal government and must include four items:

  • Name of organization
  • Address of organization
  • Address of incorporator
  • Statement indicating organized under MN Statute 317A

Sample Articles of Incorporation

Amending Articles of Incorporation?
Amendments can be made to the Articles of Incorporation, but this will require an application for amendment to the Secretary of State.

If your organization amends its articles of incorporation, you are required to file the amended articles with the Minnesota Secretary of State’s Office. 


The bylaws are the rules the organization adopts by which to govern itself. Bylaws are not required, but they can help define the organization and its governance structure. Bylaws should also be tailored around whether your organization:

  • Has members: voting members who will choose the board of directors and have voting input into the direction of the organization
  • Does NOT have members: its only voting members will be its board of directors (much more common)

If questions arise as the nonprofit develops and matures, bylaws can help future staff and board members determine a course of action. Organizations that do not have bylaws must legally default to Minnesota Statute 317A, known as the Nonprofit Corporation Act.

Sample Bylaws with Members

Sample Bylaws without Members

Amending Bylaws?
If your organization amends its bylaws, you are NOT required to file the amended bylaws with the Minnesota Secretary of State’s Office. 

Tips for this stage

Nonprofits should develop their bylaws hoping for the best but assuming the worst. Examples include: 

  • How can you gracefully “exit” a bad board member?
  • How can you make sure there’s no fraud?
  • How do you change programs as current needs / realities change?