Our 501(c)(3) organization wants to expand into other areas to help people, but our bylaws are written very narrowly in what we can do and also leave room for different interpretations. The board has already approved going ahead to help other people outside of our bylaws purpose. Do we need to make the necessary changes to our bylaws before pursuing our new endeavor?
This is exactly the reason I object to including specific purposes in the articles of incorporation or bylaws of a nonprofit. Organizations’ purposes change over time. Since bylaws function as a contract among those bound by them, a disgruntled member or director could sue to prevent moving in a new direction. In Pennsylvania, the U.S. Attorney included in a criminal indictment of a prominent state senator a charge that a nonprofit organized to help the citizens of Philadelphia had operated outside its charter powers in making a grant to a dog memorial in a suburban county. (See Ready Reference Page: “Indictment Spells Out Claims of Benefit, Obstruction of Justice by State Senator”) Therefore it makes great sense to amend your bylaws as quickly as possible to expand the permissible activity. In my view, a single dissident director or member should not be in a position to go to court to stop a new program advanced by the majority. But specific bylaws that are not regularly amended create that opportunity.
You can get language of the type we recommend in our Ready Reference Pages on Articles of Incorporation and Bylaws. We recommend language that should never have to be amended, no matter what activities the organization wants to undertake.