This article was co-authored by Clinton M. Sandvick, JD, PhD. Clinton M. Sandvick worked as a civil litigator in California for over 7 years. He received his JD from the University of Wisconsin-Madison in 1998 and his PhD in American History from the University of Oregon in 2013.
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The bylaws of a nonprofit corporation set forth the rules that govern the operation of the organization. They contain the rules and procedures for holding meetings, electing directors, appointing officers, and taking care of other essential formalities. As a nonprofit evolves and changes, its bylaws should be periodically reviewed and amended to respond to these changes. For example, a growing nonprofit may want to expand the size of its board or redefine some of its members' duties. If a nonprofit cannot show that its actions conform to the requirements of its bylaws, it will be vulnerable to lawsuits by its members, auditors or vendors.