Giving Compass' Take:

• Board members should be held accountable for amending and organizing nonprofit governing documents to help review and manage critical information. 

• How can nonprofit professionals strengthen board accountability? Why is it important to maintain healthy relationships between board members and nonprofits? 

• Check out the Giving Compass Boards and Leadership content collection. 


We all have important documents that impact the order and planning of our lives now and in the future – like life insurance, home insurance, wills, advance directives – you get the idea.

Well, guess what? This also applies to the review of your nonprofit’s important “governing” documents, developed when your organization was first established to direct how it should conduct its business and mission work. They include things like the articles of incorporation, a public document with basic information about the organization and its membership structure; bylaws, which lay out rules and procedures and are considered the organization’s legal guide; and other governing documents like policies and procedures.

And who is responsible for periodic reviews of these important guiding documents? Your board. Best practice says the board should review governing instruments at least every five years. And while the board can delegate some of this review to a smaller committee, the entire board is responsible for considering and acting on the committee’s recommendations.

Let’s say your board members significantly amend your nonprofit’s governing documents. They’ll need to report those changes as a part of information filed annually with the IRS (and perhaps with state regulatory agencies, as well).

In most cases, state attorneys general can hold boards accountable for failing to follow charter documents. So your board would be well advised to amend guiding documents it’s no longer following because they’ve become dated or are no longer feasible tout de suite.

Read the full article about governing documents for nonprofit boards by Debra Rainey at Independent Sector