How to Amend Your Nonprofit Bylaws

Q: I’m the CFO of a nonprofit organization. We’d like your assistance with a bylaws amendment.

Thank you to Gonzalo Oliva, CFO of Agora Partnerships, a nonprofit based in Washington, DC, for reaching out to us about bylaws! Many of our clients ask about how to amend their bylaws, so we wanted to cover that topic in a blog post. There are many reasons a nonprofit organization may want to amend its bylaws. Some examples of changes that can be made by amending bylaws include:

• number of directors
• director term limits
• voting requirements
• officer positions
• meeting protocols
• mission statement

To amend your nonprofit bylaws, you’ll need to follow both your state laws and the policies in your bylaws themselves. We’ll take you step by step through the process of amending nonprofit bylaws.

Review your state’s nonprofit laws

Before you make an amendment to your nonprofit bylaws, you should review your state’s nonprofit statutes and make sure your proposed amendment complies with state law. For example, your state may have a requirement for the minimum number of directors who must serve on a nonprofit board.

Draft an amendment

Next, draft the amendment. You should review your bylaws thoroughly to make sure you update every section that will be affected by the change you’re making. If you have questions about the legality of the amendment you’re trying to make, we recommend consulting a nonprofit attorney.

Review the amendment procedure in your bylaws

Next, you should consult the amendment policy in the bylaws themselves and follow your nonprofit’s policy for how bylaws can be amended. Different nonprofits will have different policies, such as whether amendments must be passed unanimously or by majority, or how many directors must be present to make a quorum (the minimum number of voters who must be present to hold an official vote).

Vote on the amendment

Then, hold a meeting and vote on the amendment, following the amendment procedure in your bylaws. If the amendment passes, you should save the amendment with your records.

Do I also need to amend my Nonprofit Articles of Incorporation?

Depending on your state laws and the specific amendment you are making, you may need to amend your Nonprofit Articles of Incorporation. Or, depending on your state, you may be able to report changes in your annual/biennial report. We recommend checking with your Secretary of State’s office to find out what the requirements are.

Inform the IRS

If you make a change to how your nonprofit is structured or how it functions, such as by adding a new officer position, changing the number of directors, or changing your mission statement, you must inform the IRS by reporting the change on your annual tax return (Form 990).

Got more questions? Check out Northwest’s Nonprofit Guide.