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Should you revise your nonprofit’s bylaws?

August 8, 2019 Stuart Mordfin, CPA, CGMA bylaw

Should you revise your nonprofit’s bylaws?Your not-for-profit has likely grown and evolved since it was founded. Have your bylaws kept pace? Bylaws are the rules and principles that define your organization — and, if you haven’t revisited them recently, they may not be as effective as they could be.

Rules and procedures

Typically, bylaws cover such topics as the broad charitable purpose of an organization. They also include rules about the size and function of the board; election terms and duties of directors and officers; and basic guidelines for voting, holding meetings, electing directors and appointing officers.

Without being too specific, your bylaws should provide procedures for resolving internal disputes, such as the removal and replacement of a board member. If you’re not familiar with the bylaws, you should get up to speed fast.

Making changes

What if you need to change your organization’s bylaws? First, make sure you have the authority to do so. Most bylaws contain an amendment paragraph that defines the procedures for changing them. Consider creating a bylaw committee made up of a cross-section of your membership or constituency. This committee will be responsible for reviewing existing bylaws and recommending revisions to your board or members for a full vote.

The bylaw committee needs to focus on your nonprofit’s mission, not its organizational politics. A bylaw change is appropriate only if you want to change your nonprofit’s governing structure, not its operating procedures.

Other considerations

If your nonprofit is incorporated, ensure that any proposed bylaw changes conform to your articles of incorporation. For example, the “purposes” clause in your bylaws must match that in your articles of incorporation. Any new provision or language changes in your bylaws contrary to the objectives and ideals included in your incorporation documents may invalidate the revisions.

Bylaw provisions that suggest you’ve strayed from your original mission also can jeopardize your federal tax-exempt status. So make sure your bylaw amendments are consistent with that tax-exempt purpose. If changes are “structural or operational,” report the amendments on your Form 990.

Know what they contain

Your board and staff need to be familiar with exactly what your nonprofit’s bylaws contain — and what they don’t. If they’re incomplete or don’t reflect your organization’s current mission, it’s time to revise them. Questions? Contact us.

© 2019

Stuart Mordfin, CPA, CGMA

Written by Stuart Mordfin, CPA, CGMA

Stuart M. Mordfin has over 30 years of experience as a certified public accountant. He has worked with clients in such diverse industries as manufacturing, publishing, real estate development and operations, jewelry and other luxury products, retail, restaurants, a variety of professional service companies. In addition he has on numerous occasions worked as a court appointed accountant on receiverships, guardianships and bankruptcies. Stuart has developed and expanded his CPA practice through innovation, well-informed decision-making, and creative, proactive thinking. Stuart M. Mordfin joined the firm in 1987, and has been a partner since 1999. He became managing partner in 2004. Since his entrée into the firm, Stuart has lead the way for its expansion into financial planning services through the formation of Mordfin Financial & Business Advisors LLC. Stuart works with many family-owned businesses. Experiencing firsthand what it means to be an integral part of the family business, Stuart is able to offer a unique and valuable perspective to his clients. He is well qualified to assist family-owned businesses move from one generation to the next.

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