Form for updating ma nonprofit

Other organizations place the bylaws as an agenda item at each annual meeting of the board of directors, to prompt consideration.

At the same time, as discussed above, well-drafted bylaws should be flexible enough to not require regular amendment, and constant deliberation over revising the bylaws generally is unhealthy, unproductive, and diverts attention from the more pressing business and issues facing the organization.

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Sometimes the best solution is to scrap the original bylaws and start over from scratch, using a good, proven model provided by legal counsel or others as a starting point. Building flexibility into the bylaws, such as including a range for the exact number of board members and allowing the board to designate additional officers not named in the bylaws, can help the organization moving forward. Some details are more appropriately placed in board-approved policies rather than in the bylaws.

Bylaws should provide an outline of the governance structure but also should allow some flexibility if and when changes are needed in the future. These often include items such as membership criteria, membership dues determinations, and the operation of committees.

This is an area where we commonly see bylaw provisions that are inconsistent with the governing state law.

Nonprofits should closely review how members (if there are voting members) and directors are permitted to meet and vote under the relevant state law.

The IRS generally will refer, among other things, to the purposes clause in a tax-exempt organization’s articles of incorporation to determine what is a related versus an unrelated activity.

Most nonprofits also have a purposes clause contained near the beginning of their bylaws, and many times that purposes clause will differ, in one or more material respects, from the purposes clause in the articles of incorporation, the latter of which is controlling.

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State law determines whether a nonprofit must notify its state regulatory agency, usually the Secretary of State, of changes to its board of directors.

If the bylaw committee is comprised of individuals that do not represent a full cross-section of your organization’s membership or constituency, they may find some opposition when sending bylaws to the full membership for approval (for nonprofits with voting members) or to the full board of directors.

By creating a bylaw committee that fully reflects your organization's population, you are less likely to run into this problem, and you will have more success vetting potential issues early on in the process. Coordinate the actions of your bylaw committee with legal advice.

The two clauses should be fully consistent and, therefore, an organization might want to include a clause in the bylaws which simply refers to the purposes clause as written in the articles of incorporation.

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