Bylaws
Booster Club Bylaws: What They Are and Who Approves Them
Updated Oct 8, 20265 sources
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.
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
- The founders adopt the first bylaws at the organizing meeting. The secretary records the vote and signs the adopted copy.
- 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.
- 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.
- 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.
- 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.
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.
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 rulesA club’s administrative rules, adopted by an ordinary vote and changed the same way: dues amounts, reimbursement deadlines, meeting times, and other details that shift from year to year.All terms, which are easier to change.
Pages in this section
- 1.Required provisionsThe provisions booster club bylaws and articles must contain: IRS purpose and dissolution clauses with sample language, the inurement ban, and state rules.
- 2.Article by articleA walk through every standard article of booster club bylaws, from name and purpose to finance and dissolution, with sample language a club can adapt.
- 3.Membership provisionsHow booster club bylaws should define members, dues, and voting rights, choose between member and board governance, and avoid the pay-to-vote problem.
- 4.Officer provisionsHow booster club bylaws should set officer positions, eligibility, terms, term limits, vacancies, resignations, and removal, with sample officer provisions.
- 5.Amending bylawsStep-by-step procedure for amending booster club bylaws: authority, drafting, notice, the vote, effective dates, updating records, and reporting to the IRS.
- 6.Standing rules vs bylawsThe difference between standing rules and bylaws for a booster club: what belongs in each, how standing rules are adopted and changed, and sample rules.
- 7.Annual review checklistA yearly procedure and checklist for reviewing booster club bylaws: confirming the club follows them, checking IRS and state requirements, and updating records.
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.
Booster Club Bylaws: What They Are and Who Approves Them
https://boosterclub.org/bylaws/
Checklist
- Secretary
- Secretary
- President
- President
- Treasurer
Related pages
- How to Incorporate a Booster Club · StartCovers the articles that sit above the bylaws
- Booster Club Governance · GovernanceExplains the board duties that bylaws put into practice
- Robert’s Rules of Order for Booster Clubs · MeetingsCovers the parliamentary authority most bylaws adopt
- Booster Club Records and Document Retention · GovernanceExplains where the master copy belongs
Sources
- IRS (external site)irs.gov/publications/p557
- IRS (external site)irs.gov/instructions/i990ez
- IRS (external site)irs.gov/instructions/i990
- California Legislative Information (external site)leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml
- New York State Senate (external site)nysenate.gov/legislation/laws/NPC/602
Updated October 8, 2026
Disclaimer: 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.