The Bylaws are the document which direct the way your nonprofit corporation is governed. There are certain standard features, but those features should be tailored to your specific needs.
The Board of Directors is the group of individuals who choose the direction for the organization and have the fiduciary responsibility for its operation. How many directors are appropriate for your organization? Do you need a small number for an efficient working group, or representatives of broad segments of the public? Are there specific qualifications you are looking for? Where do you find people who are sympathetic to your objectives? The Bylaws can establish the number of directors; set the length of terms; whether or not directors can serve successive terms; how (and if) a director can be removed; and how vacancies are filled.
The Bylaws also establish the officers, their duties, and terms. The Bylaws will establish the number of regular meetings, procedures for meetings, quorum necessary for taking action, and the type of issues that need to be determined by the Board.
If you choose a Membership Organization, those members will have certain statutory rights, including the right to elect directors, unless limited in the Bylaws. Most nonprofit corporations operate efficiently with a self-perpetuating board of directors.
Additional provisions which can be included in the Bylaws for the protection of the organization include an indemnification of officers and directors from liability; provisions for the signing of contracts; audit requirements; and committees.