div#example { text-align: center; padding-top: 70px; }

Info on IRS compliance when amending governing documents

Form 990 Part VI – Section A – Line 4 asks:

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

The organization must report significant changes to its organizing or enabling document by which it was created (articles of incorporation, association, or organization; trust instrument; constitution; or similar document), and to its rules governing its affairs commonly known as bylaws (or regulations, operating agreement, or similar document). Report significant changes that were not reported on any prior Form 990, and that were made before the end of the tax year. Do not report changes to policies described or established outside of the organizing or enabling document and bylaws (or similar documents), such as adoption of, or change to, a policy adopted by resolution of the governing body that does not entail a change to the organizing document or bylaws.

Examples of significant changes to the organizing or enabling document or bylaws include changes to: The organization's exempt purposes or mission; The organization’s name (see also the instructions for Heading, Item B);The number, composition, qualifications, authority, or duties of the governing body's voting members; The number, composition, qualifications, authority, or duties of the organization's officers or key employees; The role of the stockholders or membership in governance; The distribution of assets upon dissolution; The provisions to amend the organizing or enabling document or bylaws; The quorum, voting rights, or voting approval requirements of the governing body members or the organization's stockholders or membership; The policies or procedures contained within the organizing documents or bylaws regarding compensation of officers, directors, trustees, or key employees, conflicts of interest, whistleblowers, or document retention and destruction; and The composition or procedures contained within the organizing document or bylaws of an audit committee. Example. Organization X has a written conflicts of interest policy that is not contained within the organizing document or bylaws. The policy is changed by board resolution. The policy change does not need to be reported on line 4.

Examples of insignificant changes made to organizing or enabling documents or bylaws that are not required to be reported here include changes to the organization's registered agent with the state and to the required or permitted number or frequency of governing body or member meetings.

Describe significant changes on Schedule O (Form 990 or 990-EZ), but do not attach a copy of the amendments or amended document to Form 990 (or recite the entire amended document verbatim), unless such amended documents reflect a change in the organization's name. See the instructions for Item B under Heading, Items A–M, regarding attachments required in the event of a change in the organization's name.

An organization must report significant changes to its organizational documents in Form 990, Part VI, rather than in a letter to EO Determinations. EO TIP Determinations no longer issues letters confirming the tax-exempt status of organizations that report significant changes to their organizational documents, though it will, on request, issue an affirmation letter confirming an organization's name change. If an exempt organization becomes a different legal entity, such as by changing its legal structure from a trust to a corporation or by dissolving in one state and incorporating in another, then a new exemption application is required to establish that the new legal entity qualifies for exemption.