New Mexico Nonprofit Bylaws

Why does a New Mexico nonprofit need bylaws?

Unlike New Mexico Nonprofit Articles of Incorporation, your nonprofit bylaws don’t need to be filed with the Secretary of State. However, don’t discount your bylaws’ importance—they are the primary governing document for your nonprofit and will probably become public record. Here’s why you need to take creating your nonprofit bylaws seriously.

1. Nonprofit bylaws are legally required in New Mexico.

NM Stat § 53-8-12 states that “the initial bylaws of a corporation shall be adopted by its board of directors.” In legal terms, the word “shall” means “must,” so adopting bylaws is legally required in New Mexico.

2. Third parties will ask to see your bylaws.

It’s not uncommon for third parties to ask to see bylaws, especially prior to making financial or business arrangements with a nonprofit. For example, you may need to show your bylaws to a landlord before renting office space or to a donor before they cut you a check. The IRS will also ask for a copy of your bylaws if you seek tax-exempt status.

3. Nonprofit bylaws allow you more control over your nonprofit.

Having weak or no bylaws can jeopardize your nonprofit’s autonomy. In the absence of bylaws, your nonprofit is subject to the basic rules for nonprofit corporation governance as outlined in New Mexico’s state statutes. These regulations are very general and may not align with how your board prefers to run your nonprofit. Adopting bylaws that contain rules specific to your organization will give your members more power over your nonprofit’s operations. An additional concern is that, without bylaws to guide the way, your members may also clash over procedural issues in tense situations like addressing conflicts of interest or handling emergencies. Disputes between members could draw unwanted attention from the state, which may investigate your nonprofit. It’s also possible that a dispute could lead to legal action against your nonprofit. To retain control over your organization, its resources, and its image, adopt comprehensive bylaws.

Want to learn more? Check out our Guide to Nonprofits.

What do New Mexico Nonprofit Bylaws include?

Your New Mexico nonprofit bylaws should begin by listing the basic information about your nonprofit, such as its name, address, and purpose. The rest of your bylaws should be devoted to defining the rules and regulations for your nonprofit’s internal operations. These rules should cover:

• adding or removing board members
• giving notice and holding board meetings
• taking a vote and meeting quorum requirements
• handling conflicts of interest
• compensating directors
• keeping records
• amending the bylaws
• operating during emergencies
• dissolving the nonprofit

Your nonprofit bylaws can also include any policies that apply specifically to your organization. However, make sure all policies align with the law and the information provided in your articles of incorporation.

Are nonprofit bylaws legally binding?

Yes. Your New Mexico nonprofit bylaws are a contractually binding agreement on how your organization will be governed. If a member of your nonprofit violates your bylaws, there could be negative legal consequences for your organization.

Are nonprofit bylaws public record?

It depends on your nonprofit. New Mexico doesn’t require nonprofits to submit bylaws to the state, so it’s possible to keep your bylaws off the public record. However, you will need to attach a copy of your bylaws to your application for 501(c)(3) tax-exempt status with the IRS, and the IRS makes all applications public. Many nonprofits also choose to publish their bylaws as a gesture of transparency.