A nonprofit corporation's life begins, from a legal perspective, when the articles of incorporation are filed with the appropriate state authority, usually the Secretary of State or the state's Corporation Commission. Once articles are approved by the state, the corporation can only undertake activities specifically permitted by its charter. Bylaws 6 Bylaws are another important source of the internal law of a nonprofit organization. Because bylaws do not have to be filed with state officials, they are easier to amend and, therefore, typically provide more detailed provisions for the school's governance. For example, most bylaws specify whether an organization has members, define the duties of officers and board members, and identify standing board committees.
Bylaws determine many procedures by which rights can be exercised.
For example, bylaws may require a certain form of notice for meetings, or they may specify whether board meetings can be conducted via telephone or elections conducted by mail. Before changing bylaws, board members should ensure that proposed changes are consistent with the articles of incorporation, state law, and the contract with Advantage. Board Resolutions Issues addressed in the bylaws should be distinguished from those more suitable for a board resolution. Whereas bylaws are designed to state, interpret, or implement the general governance policies of the organization, board resolutions are usually raised and voted on at meetings and they usually refer to specific actions, such as authorizing the purchase of a building or interpreting and implementing a provision of the bylaws. Some states specifically require the adoption of a resolution to authorize certain board actions, e.g., a request to amend the board's charter.