Amendments

It is entirely possible for an organization to change something in its articles of incorporation after they have been filed. In a perfect world, such changes would never be necessary, but fortunately everyone involved in the process realizes that mistakes happen and changes are required, so a smooth mechanism is available to amend your articles. Remember that because your organization is now a corporation recognized by the state and the articles are the legal basis for the corporation, any changes to those articles must be handled in a precise manner.

There are two separate and distinct parts to amending the articles of incorporation. First, your board must propose and pass the language, following the process spelled out in your by-laws to cover this exact situation. Second, you must file articles of amendment with the state secretary of state at the same address you filed the original incorporation documents. There is usually a small fee associated with the filing.

Language that accurately defines your organization's purpose could be too precise or too vague to meet the guidelines of a particular funding organization or for grants issued by government agencies. For example, you may be working with patients living with a particular disease, but you may need to broaden your definitions to avoid any appearance of discrimination and to remain in contention for a grant. Filing an amendment to adjust wording can generally solve that problem.

Reasons to File Articles of Amendment

You may need to file amendments to your articles because of simple omissions in the initial filing or to adjust the exact wording for the federal tax-exemption application. The most common reason is to move from a nonmembership to a membership organization.

Be Careful When Filing Amendments

Do not make a habit of filing too many articles of amendment, but do use the option when necessary. Unlike your by-laws, which can be modified with little outside scrutiny, articles of amendment filed with your state become public record. Many groups hold off on changes as long as possible and then combine multiple amendments into one form to streamline the process.

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