Nonprofit Basics: Amending Nonprofit Corporation Bylaws

Welcome to EO Radio Show – Your Nonprofit Legal Resource. This episode covers legal aspects of amending the bylaws for a nonprofit corporation to change its governance, to update the bylaws for changes in the laws, or to conform the bylaw provisions to how the board is actually governing the organization.

I'll address the approvals that may be required to amend the governance provisions, how the amendments need to be reported to the IRS and state regulators, and some thoughts on recent developments for emergency governance provisions that nonprofit corporations may want to adopt.

Resources:

Addresses for submitting copies of amended bylaws:

• The current address for submitting copies of the documents to the IRS can be found at https://www.irs.gov/charities-non-profits/contact-irs-exempt-organizations.
• For entities tax exempt in California:
  • The current address for submitting copies to the FTB is:
    Exempt Organizations Unit, MS F120, Franchise Tax Board, P.O. Box 1286, Rancho Cordova, CA 95741, and can also be found on the FTB website at https://www.ftb.ca.gov/file/business/types/charities-nonprofits/help-with-charities-nonprofits.html.
  • The current address for submitting to the California Registry of Charitable Trusts is: Registry of Charitable Trusts, P.O. Box 903447, Sacramento, CA, 94203–4470. Alternative addresses are available on the Registry website at https://oag.ca.gov/charities/contacts.

Use IRS Form 8940 (Request for Miscellaneous Determination) to request determinations (other than initial exemption applications) about its tax-exempt status that may be affected by bylaw amendments. The one-page form is accompanied by instructions that specify what information needs to be submitted to support each of the nine types of requests that may be submitted.

Delaware Corporations Code Emergency Bylaws and Powers

California Corporations Code Emergency Bylaws and Powers

Public Benefit Corporations

Mutual Benefit Corporations

Religious Corporations

EO Radio Show Episode 1: Nonprofit Basics: Overview of Nonprofit Charitable Organization Types: Corporation, LLC, Trust, Association and Fiscal Sponsorship

EO Radio Show Episode 3: Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation

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Additional episodes can be found at EORadioShowByFarella.com.

DISCLAIMER: This podcast is for general informational purposes only. It is not intended to be, nor should it be interpreted as, legal advice or opinion.