Q&A #58 – Are amendments to a nonprofit organization’s Bylaws required to be filed with the government?

Question: My nonprofit organization recently amended its Bylaws. Are we required to file the amendments with our local state government, or anywhere else?

Answer: A nonprofit organization is not required to file Bylaws amendments with the state or federal government in order for the amendments to go into effect. This treatment is different than amendments to the Articles of Incorporation, which are not considered official until submitted and approved by the state where the organization is incorporated.

Similarly, Bylaws amendments are not attached to the Form 990, but the changes to the Articles of Incorporation or Bylaws must be described in Schedule O of the Form 990 in response to Part VI, Section A, Line 4 if the changes were “significant” (for example, a change in the organization’s mission, Board or membership structure, the distribution of assets upon dissolution, or the power to amend the government documents). Note that amendments to the Articles of Incorporation must be attached to the Form 990 if the organization has changed its corporate name, but this does not apply to the Bylaws.

Planning Tip – Although not required, consider posting official, up-to-date copies of your organization’s Articles of Incorporation and Bylaws on the organization’s website. Part VI, Section C, Line 19 of the Form 990 inquires whether (and if so, how) the organization makes its governing documents available to the general public, and the response to this question is provided in Schedule O. Providing a well-worded and thoughtful affirmative answer to this question is a relatively easy way to demonstrate your organization’s commitment to transparency and accountability, and could positively impact your organization’s score on charity watchdog websites.

Lastly, be aware that that many states require a copy of the Articles of Incorporation and Bylaws to be submitted as part of their charitable solicitation registration laws. This is often part of the process for initial registration, but you should check the rules in the applicable states to determine whether Bylaws amendments are required to be attached and/or described as part of the annual registration renewal process.