Exactly what to do
- Open the free fillable SGO bylaws template. It is not a starting sketch, it's the whole thing: standard governance articles (board, officers, meetings, quorum, committees, amendments) plus a dedicated §25F article that states each requirement of Treasury’s October 2026 rules as an obligation, every clause explained. Your organization name, state, and fiscal year fill in automatically from your account; answer the short fill-in checklist at the top of the page, save it as a PDF, and your document work for this step is done. Once the board adopts it at the organizational meeting, upload the adopted copy here. (Writing your own bylaws instead? The questions below list what yours must include.)
Adopted bylaws
Upload the board-adopted copy; the 1023, bank, and state vetting all want it.
- A conflict-of-interest policy answers one question: what happens when a board member could personally gain from a decision? (They announce the connection, leave the room for the vote, and sign a short yearly disclosure.) The 501(c)(3) application asks point-blank whether you have one, and the answer needs to be yes. Open the ready-to-sign policy; it's the IRS's own sample word-for-word plus an Article IX we added for §25F, with your organization's name filled in, nothing to edit. Article IX is there because the proposed regulations make everyone who takes part in picking scholarship recipients or setting awards, and every member of their family, ineligible for your scholarships. The IRS sample’s leave-the-room procedure is built for contracts; the rule text doesn’t mention recusal, and Article IX, as our own conservative choice, treats it as no cure. Print it (or create the signing link); the board adopts and signs it at the organizational meeting (next step), and the signed copy comes back here.
Conflict-of-interest policy (signed)
Upload the signed copy after the meeting; the 1023 and state vetting ask about it.
What trips people up
- Bylaws are adopted by the board, not filed with the state. Adopting them at the organizational meeting (next step) and recording it in minutes is what makes them real.
- Borrowing generic bylaws from a non-SGO nonprofit. They say nothing about §25F, and until you file your first annual certification and audit, a state can list you on your documents only if they expressly require each §25F operational rule (temporary § 1.25F-5T(d)(4)); our template's Article VIII exists precisely for that check.
- Putting a parent of a likely applicant on the scholarship committee. Under the proposed rules, committee members and everyone in their families are ineligible for your scholarships while they serve and through the end of the taxable year after the one in which they leave. The rule text doesn't mention recusal; our templates treat stepping out of one decision as no fix, a conservative policy choice you should keep unless counsel advises otherwise.
Questions people actually ask
Writing your own bylaws instead of the template? Here's the bar
They must expressly require (not merely describe, and not just “comply with all applicable law”) each of these: 501(c)(3) public-charity status; a §25F segregated account holding only qualified contributions and their earnings, with every designated gift deposited and its own books (one per state if you’re on more than one list); 10+ students not all at one school; spending 90% of income on scholarships by the end of the following year; qualified expenses paid only the permitted ways (school charges straight to the school, verified unrelated vendors, receipted reimbursements, or a qualified digital wallet); fraud and duplicate-award controls; income verification by a permitted method; students who live in the state; renewal then sibling priority; no earmarking; no scholarships to disqualified persons; IRS SGO portal registration; January 31 donor acknowledgments and February 28 IRS reporting; the annual certification; and the annual independent audit. Under Treasury’s temporary regulations (§ 1.25F-5T(d)(4)), a state listing a new SGO must find exactly that before relying on your documents, which is why generic borrowed bylaws fail. (Our template's Article VIII does all of this, with the rule paragraph for each section in its notes; if you use it, just don't delete or water down that article.)
Do the bylaws get filed with the state?
No. Bylaws are internal: the board adopts them by vote and they live in your records book. You'll show them to the IRS (with the 1023), the bank, and your state's SGO vetting, but no government office stamps or keeps them. That's also why adopting them at the organizational meeting with minutes matters; the minutes are the proof they're in force.
Can we change the bylaws later?
Yes, by the amendment vote the bylaws themselves set (the template uses two-thirds of the board). One guardrail is built in: the template's Article X says no amendment may break 501(c)(3) or §25F compliance, so future boards can tune governance without being able to quietly gut the rules your state listing depends on.
Do we really need a lawyer for this?
No law requires one. We still recommend a licensed attorney in your state read your adapted bylaws before adoption, because state nonprofit acts have quirks no national template can fully absorb, and because Article VIII is drafted from the statute and Treasury’s October 2026 proposed and temporary rules, not from years of attorney precedent. That review is typically an hour or two of billed time, not a drafting engagement; the template exists precisely so the lawyer reviews instead of writes.
Primary sources: About Form 1023 (instructions + sample conflict-of-interest policy) · Treasury proposed regulations, October 2026 (our summary) · Treasury temporary regulations, T.D. 10057 (our summary)
