The board should review organizational and governing instruments no less frequently than every five years.
Regular reviews of the organization’s articles of incorporation, bylaws, and other governing instruments help boards ensure that the organization is abiding by the rules it has set for itself and determine whether changes need to be made to those instruments. The board may choose to delegate some of this deliberation to a committee, but the full board should consider and act upon the committee’s recommendations. Charitable organizations are required to report any significant changes to their governing documents and policies on the annual information returns they file with the IRS, and they may be required to report such changes to state regulatory bodies as well.
Most state laws permit the state attorney general to file suit asking the court to hold a board accountable for failure to abide by the requirements set forth in its charter documents. If it becomes impractical or no longer feasible to carry out the purposes of the organization as outlined in its articles of incorporation, the board should take appropriate action to amend that document and to file the revised articles with state officials, as required. In some instances, a charitable organization may need court approval to modify its organizing documents.