For nonprofits, bylaws are legally-binding documents that organizations must follow. When not reviewed regularly, gaps may develop between formal authority and day-to-day decision-making.
Legal advisors regularly flag board bylaws as sources of risk, which lead to penalties from government agencies, loss of tax-exempt status, and fines for non-compliance. Outdated or poorly drafted existing bylaws commonly surface during audits and compliance reviews.
For instance, the IRS can impose fines of up to $105 per day (capped at $54,500 per return) from 2024 for late or incomplete returns. These penalties are frequently linked to internal governance failures.
In this article, we explain how to amend nonprofit bylaws with legal precision.
You’ll learn how to change bylaws when amendments are necessary, who is responsible for initiating them, and how to manage the entire process.
Additionally, you will receive a free downloadable bylaw amendment template.
What are bylaws, and why do they need updating?
Nonprofit bylaws define the internal structure and procedures that govern an organization. They specify how the board is elected, how meetings are conducted, and how decisions are made. These rules carry legal weight, particularly when disputes arise or compliance is audited.
Bylaws are intended to be evergreen documents, but that does not mean they are unamendable.
It is good practice for a nonprofit organization to review and update its bylaws regularly to maintain compliance, relevance, and effective governance.
However, many nonprofits neglect to update their organization’s bylaws as their structure evolves. As a result, leadership teams may find themselves restricted by outdated or irrelevant rules.
A common question at this stage is: Can bylaws be changed? Absolutely, but only through a formal process, typically outlined in the bylaws themselves or as required by state law.
For nonprofits with standing committees — such as audit, finance, or governance committees — clear bylaws help delineate authority.
While bylaws provide the framework for an organization’s governance, policies and procedures offer detailed guidance on specific operational aspects. It’s important to differentiate between the two and ensure they are updated accordingly.
- For example, bylaws might outline the process for electing board members, while a policy document details the specific procedures for conducting elections.
When should you amend your nonprofit’s bylaws?
Changes in governance, operations, or legal requirements typically prompt amendments. Common triggers include the following:
- Transitioning to virtual or hybrid board meetings
- Expanding or redefining board roles and committees
- Adding or removing membership classes
- Changing the mission statement
- Experiencing a major change, such as a merger, relocation, or significant shift in operations
- Adjusting voting procedures
- Aligning with new state or federal law
If your organization has an executive committee or relies on board delegation, your bylaws should reflect those powers and limits.
In each of these cases, failing to revise bylaws can lead to procedural errors, ineffective decision-making, and compliance risks. The National Council of Nonprofits advises reviewing bylaws whenever significant organizational changes occur, not just periodically.
- Is the amendment to the bylaws necessary? Review this guide on how often bylaws need to be updated.
Who has the power to amend bylaws?
Bylaws should include a section detailing who has the authority to propose and approve amendments. In most board-governed nonprofits, this responsibility rests solely with the board.
However, in membership nonprofits, certain bylaw changes may require approval by the broader membership base.
Can the board of directors change bylaws in every case? Not always. In member-based organizations, members may need to vote on proposed changes as well.
Before initiating the amendment process, be sure to review the following with the board chair:
- Current bylaws (especially the amendment clause)
- Articles of Incorporation
- Applicable state laws
- IRS requirements for 501(c)(3) entities
Ensure that amendments to bylaws do not conflict with foundational documents. For example, modifying board term limits in the bylaws without updating the Articles of Incorporation risks creating legal inconsistencies.
Step-by-step: How to amend bylaws
The bylaw amendment process typically follows these seven steps:
Step 1. Identify the issue
Start by defining the gap. Is the voting procedure outdated? Do term limits restrict board continuity? Be specific and link the problem to a practical need.
Step 2. Draft the amendment
Use clear and legally sound language. The draft should be concise and free from ambiguity. Avoid overcomplicating with legal jargon.
Need help structuring your amendment? Use this bylaw amendment template as a starting point.
Step 3. Review for legal consistency
Cross-check the proposed changes against the following:
- Articles of Incorporation
- Other existing bylaw sections
- Relevant state nonprofit codes
- Federal compliance requirements
Consult the organization’s legal counsel for input. When following Robert’s Rules of Order amending bylaws procedure, ensure the process aligns with that framework.
Step 4. Provide notice
Most bylaws specify an advance notice period before an amendment vote, typically 10 to 30 days. Send the proposed language, context, and voting timeline to all board directors and stakeholders involved.
Use a board portal for nonprofits to ensure version consistency and secure document sharing throughout the process.
Step 5. Conduct the vote
Voting thresholds vary by organization, with the minimum and maximum number of votes for approval.
Instead of a one-size-fits-all voting structure, nonprofits are adopting different voting requirements tailored to the decision’s importance.
- Majority vote (50% + 1 vote): The most common threshold, typically used for routine decisions such as approving meeting minutes, adopting annual budgets, or passing operational policies.
- Supermajority (usually two-thirds or three-fourths): Often required for significant governance actions, such as amendments to bylaws, mergers, major changes to board structure, or the removal of board members.
- Unanimous consent: Rare but essential in some contexts, particularly for changing the organization’s mission or its dissolution.
Note: Ensure the vote is conducted according to the organization’s bylaws. When done remotely, ensure compliance with virtual meeting rules. If applicable, use a formal board resolution to record the vote and decision.
Step 6. Record and finalize
Once approved, submit amendments and retain a copy of the new bylaws in your governance archive. Record the board meeting minutes and log the exact vote outcome.
Digital platforms allow for consolidated, secure storage and retrieval of these records in future audits or transitions.
Step 7. Communicate and store securely
Distribute the updated corporate bylaws to board members and, where relevant, to members or staff. Use an encrypted system that enables version tracking and access control to avoid document confusion. Also, ensure this software supports the state’s nonprofit laws.
State-specific and international legal considerations for the bylaw amendment process
Amending nonprofit bylaws requires adherence to internal board procedures as well as relevant state and international laws.
Here’s what legal frameworks govern changing bylaws for nonprofit organizations worldwide.
The USA
For example, in California, the Nonprofit Corporation Law generally allows the board to amend bylaws, but changes that impact member voting rights or governance structure may require member approval or filings with the Secretary of State.
New York requires nonprofits to follow the Not-for-Profit Corporation Law, which often mandates board and, in some cases, member approval. If the amendment affects charitable purpose or dissolution clauses, notification to the Attorney General may be required.
Europe
In Germany, associations (Vereine) must gain member approval for bylaw amendments and register these changes at local courts (Amtsgericht). French associations, governed under the Non-Profit Organizations Law of 1901, similarly require general assembly approval, followed by official notification to local prefectures.
Luxembourg recently simplified the amendment process for nonprofits, eliminating the prior requirement for official approval.
Note: If your nonprofit operates across international borders, be aware that multi-country compliance may involve separate filings in each jurisdiction.
Asia
China’s nonprofit sector is governed by the Charity Law, under which significant bylaw amendments require government approval. In India, nonprofits operating under the Societies Registration Act or Indian Trusts Act must obtain member approval and submit filings of any amendments to their respective registration authorities.
Likewise, in Japan, nonprofits under the NPO Act need both board and member consent before officially reporting amendments to regulatory bodies.
Note: Failing to register an amendment properly can result in legal penalties or the amendment being deemed invalid.
Given the complex legal frameworks worldwide, ensure your charitable association complies while changing its bylaws. Here’s how to start:
- Review state statutes. Consult your state’s nonprofit corporation act or equivalent legislation.
- Secretary of State’s Office. Visit your state’s Secretary of State website for forms, instructions, and resources related to nonprofit governance.
- Legal counsel. Consult an attorney specializing in nonprofit law within your jurisdiction.
Downloadable template to help you start amending bylaws
If you’re planning a bylaw amendment but unsure where to begin, we’ve prepared a practical template to simplify the process.
This downloadable resource includes the core components most nonprofits need when drafting a formal amendment to bylaws — from the initial board resolution language to optional member approval clauses.
Inside, you’ll find the following:
- A pre-drafted board resolution to initiate the bylaw change
- Language examples for common amendments (e.g., virtual meetings, term limits, quorum adjustments)
- A member approval section (if applicable to your structure)
- Version control and recordkeeping prompts
Download the full template now as part of our free white paper on nonprofit governance.
You can also use this template alongside a board portal for nonprofits to simplify internal reviews, manage votes, and archive the final approved version securely. If you’re not yet using one, learn how a portal supports your board.
Best practices and legal pitfalls to avoid
While basic compliance is a starting point, governance professionals understand that lasting integrity depends on process discipline and legal foresight. One of the board’s responsibilities is to review and update the bylaws annually or as circumstances evolve.
Here’s what to watch closely:
- Avoid conflicts with your Articles of Incorporation
Bylaws cannot contradict the Articles of Incorporation; if they do, the Articles take precedence. This is particularly relevant when changes affect the nonprofit’s name, purpose, membership structure, or dissolution clauses. In many US states, such amendments require formal filing with the Secretary of State.
Every bylaw revision should include a review of the Articles and, ideally, verification by legal counsel before adoption.
- Preserve member rights, when applicable
Skipping member consent when altering notice periods, voting rights, or quorum requirements exposes the organization to litigation or regulatory intervention, such as action from the Attorney General’s office, as seen in recent enforcement cases in New York State.
A rule of thumb: if your bylaw change affects governance structure, secure member engagement and formally record their input.
- Respect quorum and notice rules
Bylaw amendments passed without meeting established quorum and notice requirements are vulnerable to legal challenge. Regulatory authorities such as the IRS and state compliance agencies may consider those amendments invalid if proper governance procedures are not followed.
To prevent errors, consider using governance software that automates quorum tracking and statutory notice periods, reducing the risk of human oversight.
Maintain accurate records and control over amendments
Certain jurisdictions — such as California and Singapore — expect nonprofits to produce a complete amendment history during compliance reviews or legal investigations. Beyond storing PDFs, nonprofit boards log version dates, voting outcomes, and legal review notes.
Using a board portal with built-in version control, audit trails, and role-based access can significantly reduce administrative overload while strengthening governance transparency.
How to change bylaws for a nonprofit with a board portal
Bylaw updates involve complex information workflows, such as draft sharing, tracking revisions, approving resolutions, and maintaining a clean audit trail. The best way to approach changing bylaws is to use board management software.
According to the Corporate Governance Institute, nonprofits that implement digital board tools show significant improvements in overall governance quality. A board portal purpose-built for nonprofits helps by:
- Sharing proposed changes with role-based, controlled access
- Tracking stakeholder reviews and approvals in one central space
- Scheduling board meetings and sending automated notices
- Maintaining version history with timestamps
- Conducting remote voting with verified quorum tracking
More nonprofit boards are moving away from a one-size-fits-all approach to voting, instead implementing multi-tiered quorum and voting thresholds based on the significance of the decision being made.