cmba-bylaws/.ai/skills/nonprofit/SKILL.md

name, description

name	description
nonprofit	Use this skill for nonprofit corporate governance drafting and review, especially when working on bylaws, board structure, member versus no-member governance, Illinois nonprofit law references, or 501(c)(3)-style organizational language using the local materials in this repository.

Nonprofit Governance

Use this skill when the task is about nonprofit bylaws, governance structure, or adapting governance language from local reference documents.

When To Use

• Use this skill when drafting or revising nonprofit bylaws, articles-adjacent governance language, or internal governance policies.
• Use this skill when reviewing board powers, officer roles, meeting procedures, quorum, vacancies, removal, or amendment provisions for a nonprofit.
• Use this skill when the user wants language grounded in the Illinois not-for-profit framework or in the local sample bylaws stored in this repository.
• Use this skill when deciding whether the organization should be member-governed or board-governed with no statutory members.

Scope

This skill is a local drafting and review aid, not a substitute for legal advice.

• Prefer the local reference materials over memory when the user wants citation-backed drafting or comparison.
• Treat the Illinois statute excerpt as the controlling local legal reference among the files in this folder.
• Treat the sample bylaws as models to adapt, not boilerplate to copy blindly.

References

• references/805-ILCS-105.md: excerpted Illinois General Not For Profit Corporation Act provisions focused on members, meetings, voting, proxies, quorum, records, and related governance mechanics.
• references/bylaws-of-revolution-working.md: example Illinois no-member 501(c)(3) bylaws with board-governed structure.
• references/non-profit-sample.md: broader sample nonprofit bylaws template with placeholders and optional affiliate/member-style provisions.

Load only the reference file(s) needed for the current task.

Workflow

1. Identify the governance model the draft is trying to implement: no members, voting members, non-voting affiliates, or mixed structures.
2. Read the minimum local reference material needed for that model.
3. Separate mandatory governance mechanics from optional drafting choices.
4. Draft or revise language so the document is internally consistent: membership clauses, board powers, officer provisions, meeting rules, quorum, voting, and amendment rules should not conflict.
5. If borrowing from a sample, normalize terminology and cross-references so the final document reads as one instrument rather than pasted sections.
6. Flag places where legal review is prudent, especially when the draft departs from the statute excerpt or mixes member and no-member concepts.

Drafting Rules

• Decide early whether the corporation has members. Do not mix "no members" language with member voting provisions unless the distinction is explicit and intentional.
• Keep the board article aligned with the membership model. If the corporation has no members, directors typically exercise powers otherwise assigned to members under the statute and bylaws.
• Preserve 501(c)(3)-style limits when the organization is meant to be tax-exempt: no private inurement, limits on political activity, and appropriate dissolution language.
• Use one consistent term for the governing body and its officers throughout the draft.
• Check meeting, notice, quorum, voting, proxy, and written-consent provisions as a set; these clauses commonly drift out of alignment.
• Treat sample officer and committee structures as optional. Tailor them to the organization instead of inheriting every office or committee by default.
• Remove placeholders, bracketed text, duplicated concepts, and state-law assumptions that do not match the target organization.

Illinois-Focused Review Points

When using the Illinois excerpt, pay particular attention to:

• whether the bylaws expressly state that the corporation has no members or define member classes and rights;
• who may call meetings and what notice is required;
• whether remote participation, electronic ballots, proxies, or written/electronic consents are allowed;
• quorum thresholds and whether the draft overrides statutory defaults;
• books and records provisions for voting members; and
• whether the draft's voting provisions match the intended governance model.

Output Pattern

For drafting or revision tasks, prefer:

1. the chosen governance model;
2. the revised language or proposed article structure;
3. short notes on why the language fits the local references; and
4. any issues that should be reviewed by counsel or by the organization before adoption.

What Not To Do

• Do not present local sample language as universally correct for every nonprofit.
• Do not assume a generic sample matches Illinois law without checking the Illinois reference first.
• Do not leave hidden conflicts between membership, board authority, and voting provisions.
• Do not copy placeholder text or organization-specific facts from the samples into the final draft.