# Booster Club Bylaws: What They Are and Who Approves Them

> What booster club bylaws are, how they differ from articles of incorporation, who adopts and approves them, and how a board keeps them current and followed.

- URL: https://boosterclub.org/bylaws/
- Section: Bylaws
- Updated: 2026-10-08

Booster club bylaws are the written rules a booster club adopts to govern itself: who its members are, which officers it has and how they are chosen, how meetings and votes work, how money is approved, and how the rules themselves change. Every booster club needs bylaws, incorporated or not. The secretary keeps the official copy, and every board member is bound by it.

Bylaws matter most when something goes wrong. When an election is contested, a treasurer stops reporting, or a purchase is questioned, the bylaws are what the board points to. A decision made outside them can be challenged and undone, and the officers who made it carry the personal risk.

## Bylaws and the Club's Other Governing Documents

| Document | What it does | Who adopts it |
|---|---|---|
| Articles of incorporation, or articles of association for an unincorporated club | Creates the organization; holds the IRS purpose and dissolution clauses | Incorporators or founding members |
| Bylaws | Internal rules: membership, officers, meetings, finances, amendments | Members or the board, as the articles and state law provide |
| Standing rules | Administrative details: dues amounts, event procedures, deadlines | Majority vote |
| Board policies | Conflict of interest, expenses, document retention | Board resolution |

The Internal Revenue Service (IRS) is explicit that bylaws do not replace the organizing document. IRS Publication 557 states that "bylaws alone aren't organizing documents" and that the required limit on a 501(c)(3) organization's purposes "isn't satisfied if the limit is contained only in the bylaws." A 501(c)(3) organization is one recognized as exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code. An incorporated club needs the IRS language in its articles, and its bylaws should repeat it word for word. See [What Booster Club Bylaws Must Include](https://boosterclub.org/bylaws/required-provisions/).

When documents conflict, the higher one controls: law, then the articles, then the bylaws, then standing rules, policies, and the parliamentary authority the bylaws name (usually Robert's Rules of Order).

## Who Adopts and Approves Bylaws

1. **The founders adopt the first bylaws** at the organizing meeting. The secretary records the vote and signs the adopted copy.
2. **The club amends them under its own amendment article**, usually with written notice and a two-thirds vote. See [How to Amend Booster Club Bylaws](https://boosterclub.org/bylaws/amending-bylaws/).
3. **State law sets the limits for incorporated clubs.** In California, the board may amend bylaws unless the change materially and adversely affects members' voting rights (Corporations Code section 5150). In New York, members may amend them, and so may the board unless the certificate of incorporation or member-adopted bylaws say otherwise (Not-for-Profit Corporation Law section 602). Rules vary by state; see [Booster Club Filing Requirements by State](https://boosterclub.org/states/).
4. **The IRS does not approve bylaws.** A Form 1023 applicant uploads its bylaws if it has them; a Form 1023-EZ applicant submits no organizing documents. A determination letter recognizes exempt status, not the bylaws.
5. **The school district may want a copy.** Some districts require current bylaws on file for recognition or facility use. See [School District Fundraising Policies and MOUs](https://boosterclub.org/fundraising/district-policies/).

## Reporting Bylaw Changes to the IRS

Significant bylaw changes, such as changes to purposes, officers, voting rules, or the dissolution clause, are reported on Form 990-EZ (Part V, line 34) or Form 990 (Part VI, line 4). Form 990-N has no such line; IRS Publication 557 says any organization may also report changes to the IRS Exempt Organizations Determinations office. See [Which Form 990 a Booster Club Files](https://boosterclub.org/taxes/form-990/).

## What Good Bylaws Do

- State the fiscal year (the club's 12-month accounting year).
- Say who may vote, and set a quorum (the minimum number of voters who must be present to do business) the club can reach.
- Set officer terms, term limits, vacancies, and removal.
- Require two people to approve every payment and an annual review of the books by a non-signer.
- Leave dollar amounts and procedures to standing rules, which are easier to change.

## Pages in This Section

- [What Booster Club Bylaws Must Include](https://boosterclub.org/bylaws/required-provisions/): the IRS purpose and dissolution clauses, the private inurement ban, and state requirements
- [Booster Club Bylaws Article by Article](https://boosterclub.org/bylaws/article-by-article/): each standard article with sample language to adapt
- [Membership Rules in Booster Club Bylaws](https://boosterclub.org/bylaws/membership-provisions/): who votes, dues, and the pay-to-vote problem
- [Officer Provisions in Booster Club Bylaws](https://boosterclub.org/bylaws/officer-provisions/): positions, terms, term limits, vacancies, and removal
- [How to Amend Booster Club Bylaws](https://boosterclub.org/bylaws/amending-bylaws/): notice, vote, effective date, and reporting
- [Standing Rules vs Bylaws](https://boosterclub.org/bylaws/standing-rules/): what belongs in each and how to adopt them
- [Annual Bylaws Review Checklist](https://boosterclub.org/bylaws/bylaws-review-checklist/): a yearly procedure for keeping bylaws current

## Common Mistakes

- **Copying another club's bylaws without reading them.** The club inherits rules written for a different state, structure, or parent organization.
- **Putting the IRS clauses only in the bylaws.** For an incorporated club the IRS looks to the articles, and an exemption application can stall until they are amended.
- **Losing the adopted copy.** Drafts live on personal drives, and in a dispute no one can prove which version was adopted.
- **Ignoring the bylaws in practice.** Skipped elections and financial reviews leave board actions open to challenge.

## Checklist

- [ ] Locate the articles and the most recently adopted bylaws (secretary)
- [ ] Confirm the bylaws repeat the articles' purpose and dissolution clauses word for word
- [ ] Confirm the bylaws state the fiscal year, quorum, officer terms, and amendment procedure
- [ ] Store the signed, dated master copy in the permanent records (secretary)
- [ ] Give every board member a copy at the start of each term (president)
- [ ] Send a copy to the district if its policy requires one (president)
- [ ] Report significant bylaw changes on the next Form 990-EZ or Form 990 (treasurer)
- [ ] Put the annual bylaws review on the board calendar

## Related Pages

- [How to Incorporate a Booster Club](https://boosterclub.org/start/incorporate/) covers the articles that sit above the bylaws
- [Booster Club Governance](https://boosterclub.org/governance/) explains the board duties that bylaws put into practice
- [Robert's Rules of Order for Booster Clubs](https://boosterclub.org/meetings/roberts-rules-basics/) covers the parliamentary authority most bylaws adopt
- [Booster Club Records and Document Retention](https://boosterclub.org/governance/records/) explains where the master copy belongs

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*This page is general information for volunteer-run booster clubs. It is not legal,
tax, or accounting advice, and BoosterClub.org is not a law firm, accounting firm, or
government agency. Rules change and vary by state and district. Confirm current
requirements with the IRS, the relevant state agency, the school district, and a
qualified professional before acting. If a fact on this page is out of date, we want
to know.*

## Sources

1. IRS: https://www.irs.gov/publications/p557
2. IRS: https://www.irs.gov/instructions/i990ez
3. IRS: https://www.irs.gov/instructions/i990
4. California Legislative Information: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=5150
5. New York State Senate: https://www.nysenate.gov/legislation/laws/NPC/602