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GWarren For Business & Nonprofits
GWarren For Business & Nonprofits, Attorney
Category: Business Law
Satisfied Customers: 355
Experience:  30 yrs Counsel, AVP Corp Governance Fortune 100 finance/ins, Nonprofit Bds, law firm. OH NJ license
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are bylaws for 501c-3 organizations required to be filed with

Resolved Question:

are bylaws for 501c-3 organizations required to be filed with any government agency?
Submitted: 7 years ago.
Category: Business Law
Expert:  GWarren For Business & Nonprofits replied 7 years ago.
Thank you for contacting justanswer.

Bylaws are not required, however, (only) IF adopted they must be filed with the IRS as follows:

Although bylaws, the governing rules of an organization, are highly recommended for 501(c)(3) non-profit organizations, they are not required. If, however, they are adopted, they are then required to be filed with the IRS application Form 1023 seeking 501(c)(3) nonprofit status.

Following are direct links confirming that answer: The first, an IRS publication specifically indicates:

"The Internal Revenue Service requires the submission of organizational documents and bylaws, if
adopted, with an application for exemption under section 501(c)(3), and will review these documents to ensure that the applicant is organized exclusively for exempt purposes and that the applicant’s proposed or actual activities are consistent with those documents."

You may also confirm that bylaws are not required by the IRS to apply for recognition of tax-exempt, public charity status by reviewing Form 1023 (the application) and Publication 557 (the detailed instructions) from an IRS office. I have provided a link to the application, Form 1023, below:

Following is a public domain link that details Colorado requirements indicating that only Articles of Incorporation are necessary:

You may also find the publication "Governance of Nonprofits" offered by the Society of Corporate Secretaries and Governance Professionals of special interest:

If you would like further clarification, please let me know.
Expert:  GWarren For Business & Nonprofits replied 7 years ago.
Thought you may appreciate a direct citation to the Colorado Revised Nonprofit Corporation Act detailing that bylaws are permissive and "may" (but are not required) be adopted:

"7-122-106. Bylaws.
(1) The board of directors or, if no directors have been named or elected, the incorporators may adopt initial bylaws.
If neither the incorporators nor the board of directors have adopted initial bylaws, the members may do so.

(2) The bylaws of a nonprofit corporation may contain any provision for managing and regulating the affairs of the nonprofit corporation that is not inconsistent with law or with the articles of incorporation."

This should provide you with a comprehensive answer.
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