Scheduled Maintenance—Tune-Up Your Nonprofit by Tweaking Its Bylaws

Schlepping your tartar-ridden mouth to the dentist every six months may take a personal pep talk—but it’s good for you. And skipping regular check-ups could spoil your chances of dying with teeth instead of dentures. At the end of your long life, you’ll be grateful for the scheduled maintenance you succumbed to in the dentist’s chair.

It’s much the same with leading your nonprofit. Regular upkeep helps your organization run smoothly and effectively, without major headaches wrought by neglected check-ins and check-ups.

We’re firm believers in routinely reviewing your nonprofit’s primary official documents, particularly its Articles of Incorporation and bylaws. Keep reading for our advice on when and how your nonprofit should review or revise its governing documents.

Articles of Incorporation

When starting a nonprofit, filing Articles of Incorporation is a necessary legal step toward becoming an official, tax-exempt nonprofit. And as a long-established organization it’s important to change those documents whenever (or if ever) your nonprofit does.

If nonprofit branding is currently on top of your organization’s list, know that changing your nonprofit’s name must involve changing your articles of incorporation. Moving the location of your organization’s registered office where legal papers would be served also merits an official amendment.


While Articles of Incorporation cover the basics of your organization, the bylaws go into detail about how it’s run. Such revisions may involve new methods of achieving your mission, how board members are appointed and the duties of its officers.

Depending on the state your nonprofit registers in, changing your bylaws is simpler and less expensive than amending its Articles of Incorporation. But keep in mind that changes in your bylaws must be reported on your IRS Form 990.

Regardless, amending your bylaws should be a well-documented process. Review them once a year or once every two years.

Unless you have a soft spot for tedium, the business of running your nonprofit organization—including amendments to its key documents—can be pure drudgery. But like having your teeth cleaned, routinely checking legal documents makes the task so much easier than if you’d put it off for ages.

What kind of processes do your and your board of directors rely on to keep your nonprofit in top shape?


Jill Havlat

July 3, 2012

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