California Nonprofit Bylaws Template for 501(c)(3) Organizations
Customized bylaws template for California Nonprofit Public Benefit Corporation with IRS-compliant provisions, modern governance best practices, and California-specific requirements.
Skip the Manual Work
501c3.app members get a smart bylaws editor that automatically generates California-compliant bylaws based on your specific board structure, voting rules, and organizational needs. No brackets to fill in, no guesswork.
📍California Specific Requirements
Entity Information
- Legal Entity Type: California Nonprofit Public Benefit Corporation
- Minimum Directors: 1 or more (set in articles/bylaws)
- Officer Requirements: Must have Chair or President (or both), Secretary, and Treasurer/CFO.
- Required Officers: President or Chair, Secretary, Treasurer or CFO
- Dual Hat Restrictions: Secretary and Treasurer/CFO may not also serve as President/Chair; other combinations permitted.
Board Governance
- Director Proxies: No
- Board Quorum: Majority of authorized number of directors
- Quorum Floor: Not less than 1/5 of authorized directors or 2 (or 1 if sole director)
- Written Consent: Unanimous written consent of all directors
- Remote Meetings: Allowed (standard practice)
Complete Bylaws Template for California
Template customized for California. Customize the sections in [brackets] for your organization.
BYLAWS
OF
[YOUR ORGANIZATION NAME]
A California Nonprofit Public Benefit Corporation
ARTICLE I - NAME AND OFFICES
Section 1. Name
The name of this corporation is [Your Organization Name] (the “Corporation”).
Section 2. Principal Office
The principal office of the Corporation is located at [Address, City, California ZIP].
The Board of Directors may change the principal office from one location to another by noting the changed address in these Bylaws.
Section 3. Other Offices
The Corporation may also have offices at such other places as the Board of Directors may from time to time determine.
ARTICLE II - PURPOSES AND POWERS
Section 1. Purposes
The Corporation is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
Specifically, the Corporation's purposes include:
[List your specific mission and activities]
Section 2. Powers
The Corporation shall have all powers granted to nonprofit corporations under California law, except as limited by these Bylaws, provided such powers are used exclusively to further the Corporation's tax-exempt purposes.
Section 3. Prohibited Activities
No part of the net earnings of the Corporation shall inure to the benefit of any director, officer, or other private person, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments in furtherance of its exempt purposes.
No substantial part of the Corporation's activities shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Corporation shall not participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE III - MEMBERS
Section 1. No Members
The Corporation shall have no members. Any action that would otherwise require approval by members shall require only approval by the Board of Directors.
[ALTERNATIVE for Member Organizations:]
Section 1. Classes of Members
The Corporation shall have [one/two/multiple] class(es) of members: [Regular Members/Voting Members/etc.]. The Board of Directors may establish additional classes of non-voting members (such as honorary or associate members).
ARTICLE IV - BOARD OF DIRECTORS
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors (the “Board”), which shall have all powers conferred upon directors by law, the Articles of Incorporation, and these Bylaws.
Section 2. Number
The Board shall consist of not less than 1 nor more than [15] directors. The exact number may be fixed or changed by resolution of the Board.
Section 3. Qualifications
Directors must be at least 18 years of age. No more than 49% of directors may be related by blood or marriage. [Add any other qualifications specific to your organization]
Section 4. Election and Term
Directors shall be elected at the annual meeting of the Board. Each director shall serve a term of [two/three] years, with approximately [one-half/one-third] of directors elected each year to ensure continuity.
[OPTIONAL: No director may serve more than [two/three] consecutive terms.]
Section 5. Removal
Any director may be removed, with or without cause, by a vote of two-thirds of the directors then in office at any regular or special meeting called for that purpose.
Section 6. Resignation
Any director may resign at any time by providing written notice to the President or Secretary. Such resignation shall take effect at the time specified in the notice.
Section 7. Vacancies
Vacancies on the Board shall be filled by majority vote of the remaining directors, even if less than a quorum. A director elected to fill a vacancy shall serve for the unexpired term of the predecessor.
Section 8. Compensation
Directors shall serve without compensation for their service as directors, but may be reimbursed for reasonable expenses incurred in connection with their duties. Nothing herein shall prevent a director from being compensated for professional services rendered to the Corporation in a non-director capacity.
ARTICLE V - MEETINGS OF DIRECTORS
Section 1. Annual Meeting
The annual meeting of the Board shall be held in [Month] of each year at a time and place determined by the Board, for the purpose of electing directors and officers and transacting other business.
Section 2. Regular Meetings
The Board shall hold regular meetings at least [quarterly/monthly]. Regular meetings may be held without notice if the time and place are fixed by Board resolution.
Section 3. Special Meetings
Special meetings may be called by the President or any [two/three] directors with at least [48/72] hours notice to each director, given personally, by telephone, mail, or electronic communication.
Section 4-9. [Standard meeting provisions]
[Includes Notice, Waiver of Notice, Quorum, Voting, Action Without Meeting, Electronic Meetings - standard language for all states]
ARTICLE VI - OFFICERS
Section 1. Officers
The officers of the Corporation shall be a President, Vice President, Secretary, and Treasurer. The Board may create additional officer positions as needed.In California, the offices of Secretary and Treasurer must be held by different people. The offices of President and Secretary may not be held by the same person.
California Special Rule: Secretary and Treasurer must be separate people!
Section 2-8. [Standard officer provisions]
[Includes Election and Term, duties of each officer, Removal, and Compensation - standard language for all states]
ARTICLE VIII - CONFLICT OF INTEREST
⚠️ REQUIRED BY IRS FOR ALL STATES
Section 1-6. [Complete conflict of interest policy, or reference separate policy document]
[This section is identical for all states and required by the IRS]
California Note: California has additional conflict of interest requirements beyond the IRS minimum. Consult state-specific guidance.
REMAINING ARTICLES
ARTICLE VII - COMMITTEES
Section 1. Executive Committee
The Board may designate an Executive Committee consisting of [three to five] directors, including the President. The Executive Committee may exercise all Board powers between meetings, except it may not:
- Amend the Articles or Bylaws
- Elect or remove directors or officers
- Approve the budget or major financial decisions
- Approve mergers or dissolution
Section 2. Other Committees
The Board may create other committees as needed. Committee members need not be directors unless required by these Bylaws or Board resolution.
Section 3. Committee Rules
Each committee shall operate under rules approved by the Board and report regularly to the Board on its activities.
ARTICLE IX - INDEMNIFICATION
Section 1. Indemnification
The Corporation shall indemnify any director, officer, employee, or agent to the fullest extent permitted by California law against expenses, judgments, and settlements incurred in connection with any proceeding arising from their service to the Corporation, provided they acted in good faith and in the Corporation's best interests.
California Specific: Subject to California Corporations Code §5238, the Corporation shall indemnify its directors, officers, employees, and other agents, and may advance expenses, subject to the limitations of §5238.
Section 2. Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent against any liability incurred in such capacity.
ARTICLE X - FINANCIAL MATTERS
Section 1. Fiscal Year
The fiscal year of the Corporation shall be [January 1 - December 31 / specify other period].
Section 2. Contracts
The Board may authorize any officer or agent to enter into contracts on behalf of the Corporation. Such authority may be general or limited.
Section 3. Checks and Deposits
All checks, drafts, or orders for payment of money shall be signed by such officer(s) or person(s) as designated by the Board. All funds shall be deposited to the Corporation's credit in Board-designated banks.
Section 4. Gifts
The Board may accept any contribution, gift, bequest, or devise for the Corporation's general purposes or any special purpose.
Section 5. Books and Records
The Corporation shall keep correct and complete books and records of account and shall keep minutes of all Board and committee meetings. All books and records may be inspected by any director for any proper purpose at reasonable times.
Section 6. Annual Financial Review
The Board shall cause the financial statements to be prepared annually. When gross revenue is $2,000,000 or more, the Corporation shall obtain an independent CPA audit and maintain an audit committee as required by California law.
ARTICLE XI - AMENDMENTS
These Bylaws may be amended by a [majority/two-thirds] vote of the entire Board of Directors at any regular or special meeting, provided that notice of the proposed amendment has been given with the meeting notice.
ARTICLE XII - DISSOLUTION
Upon dissolution of the Corporation, after paying or providing for all debts and obligations, the remaining assets shall be distributed exclusively to one or more organizations described in Section 501(c)(3) of the Code, or to a federal, state, or local government for public purposes.
CERTIFICATE OF ADOPTION
These Bylaws were adopted by the Board of Directors on [Date].
_________________________________
[Name], Secretary
Ready to Form Your California 501(c)(3)?
Let our platform guide you through every step with California-specific guidance and documents.
Start Your CA Nonprofit →© 2025 501c3.app • Your trusted nonprofit formation partner