UNA Bylaws: What to Include and How to Adopt Them

UNA bylaws are the written rules your unincorporated nonprofit association runs on: who the members are, how decisions get made, who signs for the group, how money is handled and how the whole thing can change or end. Most states do not force you to write them. You will almost always want to, because they are the first thing a bank, a court, a funder or a disagreeing member asks to see.

This guide covers what the law says, what to put in the document, how members approve it, and where bylaws sit among the other UNA formation documents.

TL;DR

• Bylaws are not mandatory in every state. Texas, for example, does not require them, but legal guidance still recommends adopting them.
• Good bylaws cover purpose, membership, meetings, voting, quorum, officers, money, amendments and dissolution.
• Bylaws are internal rules. Formation documents, state filings, an EIN and tax elections are separate pieces.
• Adopting bylaws does not make a UNA tax-exempt, and it does not by itself guarantee privacy or protection.
• State law varies, so check your own state’s version of the unincorporated nonprofit association act before you sign anything.

Table of Contents

• What a UNA is and what bylaws do for it
• Are bylaws required?
• Bylaws versus formation documents
• What UNA bylaws should cover
• How members create and approve bylaws
• What bylaws do not do
• Perspective: bylaws are a system, not a form
• Where UNA bylaws fit in a full formation
• Having us prepare your documents
• A short checklist before you sign
• FAQ
• Sources

What a UNA is and what bylaws do for it

A UNA is a group of people joined by mutual consent for a common purpose other than profit. The Uniform Unincorporated Nonprofit Associations Act describes the group’s governing principles as the foundational rules for its purposes and internal affairs, the equivalent of a corporation’s constitution, articles or bylaws. The same text says those principles need not be written down.

That last point surprises people. If nothing is written, the law still looks for rules. Under the uniform model, governing principles can be inferred from practices followed consistently over the most recent five years, or for the association’s whole life if it is younger. So the real question is not “do we have rules?” You do. The question is: who gets to say what they are?

Bylaws answer that in advance. They turn habits and verbal understandings into a document every member has seen and agreed to. When money, property or a dispute arrives, you are not arguing about memory.

Are bylaws required?

It depends on your state. There is no single nationwide UNA rule. Cornell’s Legal Information Institute explains that nonprofits are organized under state law and states define them differently, including solicitation privileges, permits and some state-tax treatment.

Texas shows how light the baseline can be:

• A Texas municipal guide says an unincorporated association is not a filing entity and does not need to file association documents with the Secretary of State, and that bylaws are not required.
• The University of Texas grassroots-groups guide says Texas law does not require written documentation of intent or a board of directors.
• The same guide still recommends adopting bylaws, calling them the association’s internal rules and member contract, and noting that following them helps secure the maximum protections available under Texas law.

California shows the other end. A charitable unincorporated association that falls under the state’s charitable-solicitation registration law must, under 11 CCR §300, file an initial registration with the Attorney General and submit its governing instruments, including bylaws or another instrument governing operations. The regulation states a $50 registration fee.

So “not required” in one state can mean “required to file” in another once you solicit donations. Read your state’s act and, if you plan to raise money from the public, your attorney general’s charity rules.

Bylaws versus formation documents

People use these terms loosely, and it causes real confusion. Here is a clean way to separate them.

Under the uniform model, no written formation agreement is required, but there must be objective evidence of intent. Signed bylaws and a signed member list are the simplest evidence you can create.

A UNA can also act in its own name. Texas Secretary of State guidance says a nonprofit association may acquire, hold, encumber or transfer property and sue or be sued in its own name. Your bylaws should say who has authority to do those things on the group’s behalf.

What UNA bylaws should cover

The University of Texas guide lists the core subjects as mission and purpose, membership eligibility, meetings, decision-making, quorum and leadership selection, and names president, secretary and treasurer as typical officers. Here is how to turn that into a working outline.

1. Name and purpose

State the association’s name and a clear nonprofit purpose. Be specific enough to be meaningful and broad enough that you will not need to amend it every year. A purpose of “member education, shared projects and the administration of association property” does more work than a single sentence about one project.

2. Membership

Who can join? How? Can a member be removed, and by what vote? Do members pay dues, and who sets the amount? Decide whether there are classes of membership with different rights. Write down how a person leaves and what happens to their rights when they do.

3. Meetings and notice

Set how often members meet, who can call a special meeting, how much notice is required and whether remote meetings count. Written consent in place of a meeting is useful for small groups that need to act quickly. Healthy meetings also depend on people actually talking well to each other; if your group is larger, communication training for nonprofit teams can help members run discussions and disagree productively.

4. Voting and quorum

Decide what counts as a majority for ordinary decisions and what needs a higher bar, such as amending the bylaws or selling property. The Texas guide recommends quorum rules that preserve member participation without making action impracticable. A quorum of every member sounds democratic and becomes a trap the first time one person goes missing.

5. Authority and officers

The same guide explains that an association can divide authority among members, a board, an executive committee and officers. Choose a structure and write it plainly. For each role, state how the person is chosen, the length of the term, how they can be removed and what they can sign without a vote.

6. Money and records

Say who can open accounts, who signs, what spending needs approval and how funds are reported to members. Texas Business Organizations Code §252.010, as summarized by the Secretary of State, requires correct and complete books and records of account, available to members, and lets the attorney general examine records. Even where your state is silent, bylaws that promise annual member reporting protect everyone.

7. Property

If the association will hold assets, list how they are acquired, who may transfer them and what vote is needed. This is the section a bank or title company will read closely.

8. Amendments

Spell out who may propose a change, how much notice members get and what vote adopts it. Require that amendments be in writing and kept with the original.

9. Dissolution

Describe how the association ends and where remaining assets go. For a nonprofit purpose, assets generally stay with other nonprofit purposes rather than being paid out as profit, so have your attorney confirm the wording against your state’s act.

How members create and approve bylaws

This is the part many guides skip. A practical process looks like this:

1. Draft. One person, or a small committee, writes a first version from the outline above. Use plain words.
2. Circulate. Give every founding member the draft with enough time to read and comment.
3. Meet or consent. Hold a founding meeting or collect written consents. Record the vote and who took part.
4. Sign and date. Every founding member signs the adopted version, or the secretary certifies it.
5. Store. Keep the signed copy with your membership list, minutes and financial records. Send each member a copy.
6. Maintain. Review once a year. Record each amendment as a dated addendum, and keep prior versions.

The uniform act supplies default voting and governance rules for informal associations unless your practices or agreements provide otherwise. Your bylaws are how you “provide otherwise.” If you do not write your own rules, the default rules fill the gap, and they may not be what you would have chosen.

One more habit worth building: follow your own bylaws. A document that says the treasurer reports quarterly is worth less than nothing if nobody ever does it, because the gap between paper and practice is where disputes start.

What bylaws do not do

It helps to be honest about limits.

They do not create tax exemption. Texas Secretary of State guidance cautions that nonprofit associations remain subject to state franchise tax and federal income tax unless an exemption is separately granted. Bylaws describe your rules. The tax treatment comes from the tax law and from what you actually elect and file.

They do not replace state compliance. If you solicit charitable donations, your state may require registration, as the California rule above shows.

They are not a shield on their own. Liability protection for members comes from your state’s statute and from how the association actually operates. Our guide on how the RUUNAA protects members from liability explains the statutory side, and our piece on unincorporated association insurance covers what to pair with it.

If you are weighing taxes or liability for a particular situation, talk to a licensed attorney or CPA in your state before relying on any structure.

Perspective: bylaws are a system, not a form

We see the same pattern again and again. Someone downloads a template, fills in a name and files it in a drawer. Two years later the group grows, someone asks “who actually decides this?” and the template has no answer.

We think of bylaws as the system underneath the structure. A UNA is member-based by design, which means its strength is the clarity of its agreements. When members understand how decisions are made, the association stays private, calm and easy to administer. When they do not, even a perfectly registered entity gets messy.

That is why we pair formation with education. Rules matter less than understanding why each rule is there, and understanding is something you can build with questions. If your bylaws raise questions you cannot answer, that is a signal to ask, not to guess.

— Kirk Carmichael

Where UNA bylaws fit in a full formation

Bylaws are one piece of a larger sequence: choose a name, document the members’ agreement, adopt bylaws, obtain an EIN, open accounts, document asset transfers and keep records. Our walkthroughs on how to form an unincorporated association and setting up a UNA to hold assets privately lay out the order, and the UNA versus 501©(3) or 501©(4) comparison helps if you are choosing between structures. If you plan to apply for funding, see what funders require of unincorporated associations, since many ask for bylaws first.

State rules shape the details at every step. That is the main reason people hire help rather than copy a template from another state.

Having us prepare your documents

Our UNA package covers attorney-backed formation and lifetime support: state registration, EIN assignment, Revocation of Election preparation, customizable association naming, asset transfer documentation and ongoing education with daily Q&A and a training library. The Full UNA package is a one-time $4,950. You can see what is included on our services page.

If you want to talk through your situation first, you can meet with an attorney before you decide. If you prefer to read first, our book, Eliminate Income Tax, is $20 and is available here.

A short checklist before you sign

• Have you read your state’s unincorporated nonprofit association act?
• Does your purpose clause say what you actually plan to do?
• Can a member find the voting rules in under a minute?
• Is there a quorum that real people can meet?
• Does the document say who can sign for the association and who holds property?
• Is there an amendment process and a dissolution clause?
• Will you solicit donations, and does your state require registration?
• Is the signed copy stored with your membership list and minutes?

FAQ

Do UNA bylaws have to be filed with the state?

Usually not. In Texas, for example, an unincorporated association is not a filing entity and does not file association documents with the Secretary of State. Some states ask for governing documents in other situations, such as California’s charitable-solicitation registration. Check your state’s act and attorney general rules.

Can a UNA operate without written bylaws?

Often yes. The uniform act allows governing principles to be inferred from consistent practice, and Texas does not require written bylaws. But unwritten rules are hard to prove, and legal guidance recommends adopting them. Writing them down gives your bank, funders and members something concrete.

What is the difference between bylaws and formation documents?

Bylaws are the internal rules for running the association. Formation documents show that members agreed to form it for a nonprofit purpose, and they sit alongside any state filings, your EIN and tax paperwork. Many groups combine the agreement and the bylaws in one signed document, as long as it covers both.

How do we change our bylaws later?

Follow the amendment clause you wrote: give the required notice, hold the vote or collect written consents, record the result and sign a dated amendment. Keep every prior version. If you did not write an amendment clause, the state’s default rules may apply, so add one.

Do bylaws make my UNA tax-exempt?

No. Bylaws set your internal rules. Exemption or other tax treatment depends on tax law and on separate elections or applications. Speak with a licensed CPA or attorney about your specific situation.

Sources

• Uniform Unincorporated Nonprofit Associations Act (uniformlaws.org)
• Uniform Unincorporated Nonprofit Association Act, governance defaults (uniformlaws.org)
• Texas Secretary of State: Information on Unincorporated Nonprofit Associations
• Forming a Nonprofit Tax-Exempt Corporation in Texas (City of Round Rock)
• Working With Grassroots Groups (University of Texas School of Law)
• Non-profit organizations (Cornell Legal Information Institute)
• Cal. Code Regs. Tit. 11, § 300, Initial Registration (Cornell LII)

Recommended

• Bylaws vs. Operating Agreement for U.S. Founders: 4 Priorities
• Hold Assets Privately: 5 Steps to Set Up a UNA in the U.S.

This article is provided for general informational and educational purposes only and does not constitute legal, tax, accounting, or financial advice. Reading this content or contacting UnincorporatedAssociations.com does not create an attorney-client, CPA-client, or other professional-client relationship. In accordance with IRS Circular 230, any discussion of federal tax matters herein is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties.