Certificate of incorporation controls over bylaws

When Sri Shirdi Sai Baba Temple of Austin (TX) was incorporated as a nonprofit religious institution in 2007, its certificate of formation vested management of the Temple in its board of directors and provided that it would have no members. Its bylaws provided that corporate management was vested in its board, which would select new directors by vote of the board.

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Nonprofit bylaw review

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Most nonprofits don't spend a lot of time looking at their Bylaws until there is a question or a dispute. That's when you need bylaws that are clear and unambiguous, so your questions on how to proceed are already answered. That's when bad bylaws can lead to unnecessary controversies or even costly litigation. Nonprofit Issues editor Don Kramer will review your current or proposed Bylaws to see if they work for you.

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SAY THAT AGAIN?

August 27, 2026

I got an email request for a political contribution recently: “Today, I’m asking you for $100 — the same donation you made [to my last campaign]. The reason being: I don’t spend my time asking corporate bigwigs for massive checks.” I was pleased that they were treating me as a real person who had helped out before.

Seven minutes later, literally seven minutes later, I got this email from the same candidate: “Today, I’m asking you for $3. Yes, just $3. The reason being: I don’t spend my time asking corporate bigwigs for massive checks.” So much for being a real person.

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Certificate of incorporation controls over bylaws

Certificate of incorporation controls over bylaws