Private Foundation Bylaws and Operating Agreement Template

What Is the Private Foundation Bylaws and Operating Agreement?

Private foundation bylaws establish the governance rules for your 501(c)(3) charitable foundation. They define who controls the foundation, how directors are selected, how grants are approved, and how you'll comply with IRS regulations that apply specifically to private foundations.

Without proper bylaws, your foundation risks IRS penalties for failing to meet minimum distribution requirements, violating self-dealing prohibitions, or lacking adequate governance oversight. These bylaws provide the compliance framework the IRS expects from professionally run private foundations.

 

 

Is This Private Foundation Bylaws Template Right for You?

You need this agreement if you're:

• Establishing a 501(c)(3) private foundation
• Converting an existing foundation to family control
• Creating a charitable vehicle for multi-generational giving
• Setting up a corporate foundation for business philanthropy
• Implementing governance reforms after IRS audit findings
• Restructuring foundation board composition or authority

You definitely need this agreement if:

• Your foundation lacks written bylaws and the IRS is auditing
• You're making grants to family-controlled organizations without safeguards
• Directors are compensated without documented board approval process
• You've failed to meet the 5% minimum distribution requirement
• Family conflicts are paralyzing grant-making decisions

 

 

Why Thousands Trust Legal GPS Templates

Save Money

Foundation attorneys charge $3,500-$8,000 for custom bylaws. Get the same protection for $35.

Save Time

Download instantly and complete in 2-3 hours. No waiting for attorney revisions or scheduling delays.

Look Professional

Traditional legal formatting courts and the IRS expect from properly governed private foundations.

Keeps You Out of Court

Self-dealing prohibitions, expenditure responsibility requirements, and minimum distribution provisions prevent the IRS violations that trigger excise taxes and audits.

 

 

 

Get Protected in 3 Simple Steps

Step 1: Secure Checkout

Complete your purchase through our encrypted payment system. Instant access to your template.

Step 2: Instant Download

Download your Word document immediately. Compatible with Microsoft Word and Google Docs.

Step 3: Fill In the Highlighted Fields

Complete the bracketed sections with your foundation's details. Review with your board and adopt by resolution.

 

Frequently Asked Questions

Can I use this template multiple times?

Yes. Once you purchase this template, you can use it as many times as needed for your private foundation. You can also modify and update your bylaws as your foundation evolves without purchasing again.

Is this contract legally binding?

Yes. Once completed and adopted by your board of directors through formal resolution, these bylaws become the governing document for your private foundation. They're legally binding on all directors, officers, and the foundation itself.

Will these bylaws satisfy IRS requirements?

Yes. The template includes all provisions the IRS expects in private foundation bylaws, including compliance with self-dealing prohibitions, minimum distribution requirements, and expenditure responsibility procedures. However, you should consult a tax attorney if your foundation has unusual circumstances.

Do I need separate Articles of Incorporation?

Yes. Articles of Incorporation (or Certificate of Formation) are filed with your state to create the legal entity. Bylaws are the internal operating rules adopted after incorporation. Most states require both documents for complete foundation governance.

What's the difference between family and independent foundation governance?

Family foundation boards are controlled exclusively by the donor family, offering maximum control but higher regulatory scrutiny. Independent boards include non-family members, which can provide credibility, expertise, and protection from excess business holdings rules. The template provides options for both structures.

How do I prevent self-dealing violations?

The template includes detailed self-dealing prohibitions and safe harbor procedures for permitted transactions. Key protections include requiring disinterested director approval, obtaining compensation comparables, and documenting all transactions with family members. The guide explains common violations to avoid.