Q: We recently changed our bylaws. We have since been told that we were supposed to submit a copy of the revised bylaws with our 990. Is that true? And, if so, what do we do if we’ve already submitted our 990 for the year?
A: You have to report significant changes to your bylaws, particularly if those changes cover certain specified things such as the voting rights of members of the governing body, the delegation of authority to an executive committee, or public disclosure of documents. But, you do not have to submit the bylaws themselves, unless you changed the name of your organization. Assuming you did not change your name (or change your legal structure or place of incorporation – all conditions requiring additional attention) you must indicate that you revised your bylaws in Part VI of the 990 or 990-EZ – the section entitled “Governance, Management, and Disclosure.” You must also describe those changes on Schedule O. While the IRS does not want a verbatim recitation of the changes, it does ask that you adequately describe the changes you made, attaching additional pages to the schedule if required.
You say that you already filed your Form 990. There is no need to panic. You are required to file an amended form, but there is no time limit on doing so. You may need a little time to prepare the amended form because, unfortunately, it necessitates providing all the original information you submitted, not just the information you are adding regarding the bylaws revision. (You didn’t retain a copy of what you filed? Tsk, tsk. Again, don’t worry. You can request one by filing Form 4506, “Request for Copy of Tax Return.” Better yet, request a “Tax Return Transcript” by visiting irs.gov and clicking on “Order a Return or Account Transcript.” The “Tax Return Transcript” contains most of the information you require and it’s free as opposed to $50 for the actual copy.)
To file, use the same form of the 990 you used originally (Form 990 or 990-EZ), and check the “Amended Return” box, which is located at the top left of the return, under Item B. Attach your Schedule O, in which you have indicated that you are amending Part VI because of changes made to your bylaws, and in which you have spelled out your description of those changes. Be sure to identify the questions on the 990/990-EZ to which your Schedule O refers. Using the same examples as above, that would be VI (a) for how you handle voting rights, VI (b) for delegation of authority to the executive committee, or VI (j) for public disclosure of documents.
Besides filing this with the IRS, check to see if your state requires a copy of the amended form as well. In Florida where I live, an amended form is not necessary, but some nonprofits, depending on their classification, will have to submit a copy of the new bylaws to the Department of Revenue when it’s time to renew their registration with the State.
For more detailed information, visit irs.gov.