For the final installment of our series on Upcoming Filing Deadlines and Annual Review for Exempt Organizations, we're talking about maintaining adequate and accurate corporate records.

Often times, a nonprofit organization is eager to hit the ground running on changes to its governing documents, internal policies and/or activities, and formal approval of such changes goes undocumented.  But, if your nonprofit organization took any of the below-listed actions over the past year, the nonprofit organization should confirm that approval for such actions was properly documented in either meeting minutes or written consents:

  • A change in the nonprofit organization's articles of incorporation or bylaws;
  • A change in the purpose and/or activities of the nonprofit organization;
  • A change in the nonprofit organization's mailing address or registered address;
  • A change in the nonprofit organization's registered agent;
  • A change in the nonprofit organization's directors, officers or trustees;
  • A change in the sources of revenue that were disclosed on the nonprofit organization's Form 1023 Application for Exemption;
  • A change in the amount and method of fundraising;
  • A change in the nonprofit organization's responsible party; and/or
  • A change in the nonprofit organization's policies, including but not limited to, its Signatory and Disbursement Policy, Conflict of Interest Policy, Short-Term Investment Policy, Long-Term Investment Policy or Document Retention Policy.

In addition to documenting the approval for the above-listed actions in the form of meeting minutes or written consents, your nonprofit organization may have to notify the IRS of the changes.  Many of these changes can be disclosed on your nonprofit organization's Form 990 Return.  The more fundamental changes (such as amendments to the articles of incorporation or bylaws or modifications to your nonprofit organization's purpose and/or activities), however, should be disclosed directly to the IRS' Customer Service Group.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.