Nonprofit Corporation Bylaws Kit
Bylaws for a Puerto Rico nonprofit corporation (corporación sin fines de lucro), with a Key Terms table, purpose and dissolution limitations keyed to the Puerto Rico exemption under Section 1101.01 and federal Section 501(c)(3), an independence rule for the board, conflict-of-interest and compensation procedures that meet the IRS safe harbor, and restricted-gift and filing rules; plus a Conflict of Interest Policy with annual disclosure statement, the organizational consent of the first board (directing the Hacienda and IRS exemption requests, patente and CRIM exemptions), a director consent to serve, and reusable board and member consents — with Puerto Rico notes on the two exemptions, Department of State filings and the municipal exemptions.
Who it is for
A new or existing nonprofit — a charity, foundation-funded program, association, club, congregation or civic group — that needs bylaws the IRS and funders will accept, a conflict-of-interest policy, its first board consent and the forms to keep its minute book in order.
What is inside
- Bylaws with a Key Terms table (purposes, intended tax status, members or no members, directors and terms, who elects, meetings, quorum, officers, fiscal year, director compensation) and ten articles: purposes and 501(c)(3) limitations, members, board (independence rule, staggered terms, removal, vacancies, committees), officers and executive director, indemnification with the excess-benefit limit, conflicts and compensation under the Section 4958 safe harbor, funds, restricted gifts and annual filings, amendments · Secretary's certificate
- Conflict of Interest Policy (definitions, disclosure, recusal, alternatives, records, compensation votes, periodic reviews) with the Annual Disclosure Statement every director and officer signs · Organizational Written Consent of the incorporator and first board: adopts the bylaws and policy, confirms directors and classes, appoints officers, authorizes the bank account and EIN, directs the exemption application and charity registration, adopts the first budget and policies
- Consent to Serve as Director · reusable Written Consent of the Board and Written Consent of the Members · Instruction Sheet explaining the purpose and dissolution clauses, members vs no members, board size and independence, written consents, the excess-benefit rules, indemnification and volunteer protection, restricted gifts (UPMIFA), charitable-solicitation registration, Form 1023/1023-EZ and the Form 990 calendar
Contents of the document
Every article in the file you receive, in order. About 18 pages in Word.
- DOCUMENT 1 — BYLAWS
- KEY TERMS
- BYLAWS
- ARTICLE 1 — NAME, OFFICES AND RECORDS
- ARTICLE 2 — PURPOSES AND LIMITATIONS
- ARTICLE 3 — MEMBERS
- ARTICLE 4 — BOARD OF DIRECTORS
- ARTICLE 5 — OFFICERS
- ARTICLE 6 — INDEMNIFICATION AND INSURANCE
- ARTICLE 7 — CONFLICTS OF INTEREST AND COMPENSATION
- ARTICLE 8 — FUNDS, GIFTS AND REPORTING
- ARTICLE 9 — GENERAL
- ARTICLE 10 — AMENDMENTS
- DOCUMENT 2 — CONFLICT OF INTEREST POLICY
- ARTICLE I — PURPOSE
- ARTICLE II — DEFINITIONS
- ARTICLE III — PROCEDURES
- ARTICLE IV — RECORDS OF PROCEEDINGS
- ARTICLE V — COMPENSATION
- ARTICLE VI — ANNUAL STATEMENTS
- ARTICLE VII — PERIODIC REVIEWS
- ADOPTION
- ANNUAL DISCLOSURE STATEMENT
- DOCUMENT 3 — ORGANIZATIONAL WRITTEN CONSENT — OF THE INCORPORATOR AND THE INITIAL BOARD OF DIRECTORS
- DOCUMENT 4 — CONSENT TO SERVE AS DIRECTOR
- DOCUMENT 5 — PART A — WRITTEN CONSENT OF THE BOARD OF DIRECTORS
- DOCUMENT 5 — PART B — WRITTEN CONSENT OF THE MEMBERS
The first pages
Rendered from the actual form. Yellow fields are the ones you fill in; the rest is already written.
DOCUMENT 1
BYLAWS
[CORPORATION NAME]
The information in this table is incorporated into the Bylaws that follow. Where the Bylaws refer to an item "in the Key Terms," they mean the entry below.
| Item | Entry |
|---|---|
| Corporation name | [CORPORATION NAME] |
| Date the Certificate of Incorporation was filed with the Puerto Rico Department of State (Registry of Corporations and Entities) | [INCORPORATION DATE] |
| Principal office | [PRINCIPAL OFFICE ADDRESS] |
| Designated office and resident agent | [DESIGNATED OFFICE ADDRESS] · Resident agent: [RESIDENT AGENT NAME] |
| Purposes | [STATEMENT OF PURPOSES — for example: "to provide after-school tutoring and meals to children in [COUNTY] County" — stated the same way as in the charter document] |
| Intended tax status (Puerto Rico and federal) | [TYPE "Puerto Rico exemption under Section 1101.01 of the PR Internal Revenue Code and federal Section 501(c)(3) — charitable, educational, religious or scientific" OR "Puerto Rico exemption under Section 1101.01 and federal Section 501(c)(4) — social welfare" OR "Puerto Rico exemption under Section 1101.01 and federal Section 501(c)(6) — business league" OR "Puerto Rico exemption under Section 1101.01 only" OR "None — taxable nonprofit"] |
| Members | [TYPE "The Corporation has no members; the board of directors holds every power that the Act gives to members" OR "The Corporation has voting members as provided in Article 3"] |
| Number of directors | [NUMBER OF DIRECTORS] (not fewer than three; see Section 4.2) |
| Term of directors | [TYPE "One year" OR "Two years" OR "Three years, in three staggered classes"], and until a successor is elected and qualified |
| Who elects the directors | [TYPE "The board of directors (a self-perpetuating board)" OR "The members, at the annual meeting"] |
| Annual meeting | In the month of [ANNUAL MEETING MONTH] each year, on the date the board fixes |
| Quorum for board meetings | A majority of the directors then in office |
| Quorum for member meetings (if the Corporation has members) | [TYPE "Ten percent (10%) of the members entitled to vote" OR "A majority of the members entitled to vote" OR "Not applicable — no members"] |
| Officers | President (or Chair), Secretary and Treasurer; other officers as the board appoints |
| Fiscal year | [TYPE "Calendar year" OR "Year ending" AND THE MONTH AND DAY] |
| Compensation of directors | [TYPE "None — directors serve without compensation; reasonable expenses may be reimbursed" OR "As the board fixes under Section 4.11, within the limits of Article 7"] |
… the document continues for about 18 pages.
The instruction sheet
Every download includes a plain-language instruction sheet. This is how it opens.
INSTRUCTION SHEET
Nonprofit Corporation Bylaws Kit
A nonprofit corporation is created by filing a certificate of incorporation with the Puerto Rico Department of State under the General Corporations Act (Act 164-2009), stating that it is organized without capital stock and not for profit. That document names the corporation, states its purposes and, for a charity, contains the purpose and dissolution clauses that Hacienda and the Internal Revenue Service require. It says almost nothing about how the organization is run. The bylaws do that: who the directors are, how they are chosen and replaced, what officers exist, how meetings and votes work, how conflicts of interest are handled, and how money is controlled. Hacienda and the IRS ask for the bylaws with every application for exemption, and every grant maker, bank and auditor will ask for them again.
This kit contains the five documents that organize a nonprofit properly:
• The Bylaws (Document 1), with a Key Terms table that holds every choice in one place: purposes, intended tax status, whether the corporation has members, the number and term of directors, who elects them, meeting month, quorum, officers, fiscal year and director compensation. The articles that follow are written for a charity exempt under Section 1101.01 of the Puerto Rico Code and Section 501(c)(3) of the federal Code and work equally for a social-welfare organization, a business league or a taxable nonprofit, because the limitations in Article 2 are keyed to the tax status you select.
• The Conflict of Interest Policy (Document 2) with an Annual Disclosure Statement. The IRS asks on Form 1023 and on Form 990 whether the organization has a written policy, whether it requires annual disclosure, and whether it monitors compliance. This Policy lets you answer yes to all three.
• The Organizational Written Consent of the incorporator and the first board (Document 3): it adopts the bylaws and the policy, confirms the directors, appoints the officers, authorizes the bank account and the EIN, directs the filing of the exemption application and the state charity registration, and adopts the first budget and policies.
• A Consent to Serve as Director (Document 4), one per director, confirming eligibility and the duties accepted.
• Reusable Written Consents (Document 5) of the board and, if the corporation has members, of the members.
Use this kit if: the organization is a nonprofit corporation organized (or about to be organized) in Puerto Rico, with a volunteer or modestly paid board of three or more people, that will apply for the Puerto Rico exemption and, usually, the federal exemption as a public charity, social-welfare organization or business league — or that will remain a taxable nonprofit, such as a residents' association or a club that does not seek exemption.
Use a different form if: the organization is a for-profit corporation (Form PR-CORP-01); a private foundation funded by one family or company (it needs the self-dealing and minimum-distribution provisions of Sections 4941 through 4945 of the Code written into its governing documents, which this kit does not include); a church or religious order with its own polity; a cooperative; a condominium council of owners governed by the Condominium Act (Act 129-2020) or a controlled-access community under Act 21-1987; a charter school; or a hospital, university or other large institution with regulated governance.
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Questions
What file do I get?
A zip with the Puerto Rico edition as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Can I reuse it?
Yes. The license covers your own business and every company you own; it does not allow resale of the template itself.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Refunds?
Digital downloads are final once delivered. The preview on this page is taken from the actual document so you can see what you are buying.