Guide to Amending Bylaws
Step 1: Refer to Existing Bylaws Document.
An existing document should describe the procedure for making amendments. Following are the important points:
- Who can offer amendments? (i.e., members? directors?)
- What are the rules for doing so? (i.e., during new business at a regular meeting?)
- When is the membership to be notified? (i.e., at the previous meeting? orally or in written form or both?)
- How will the amendments be approved? (i.e.,2/3 vote? majority of entire membership?)
If NO provisions are made in the existing bylaws, then the bylaws may be amended at any business meeting by a 2/3 vote, providing that previous notice has been given. Without notice, approval should be granted by a majority of the entire membership.
Step 2: Appoint a Special Bylaws Committee.
- Select a special group to take responsibility to study, review and report to the members.
- Set a date and time for the consideration of their work and conduct hearings on their proposal(s).
Step 3: Publish the Proposed Amendments.
- Every member should have a copy with an explanation.
- The amendments should be written so they fit directly into the existing document.
- They should be published with the committee's recommendation.
Step 4: Consider the Proposal.
- Chairperson of the bylaws committee reads the amendment(s) and moves for adoption.
- Amendments to the proposed amendments may be taken from the floor without notice with a majority vote.
Step 5: Vote.
- Amendments may be approved by 2/3 vote with prior notice or by majority of entire membership without notice.
- If approved, the amendments are effective immediately unless provisions are made otherwise.
The word amend covers any change, whether a word or a paragraph is to be added, struck out, or replaced or whether a new set of articles is to be substituted for the old one. Extensive changes are considered a revision.
Points to Remember:
- The members should control the adoption and amendment of the bylaws — always.
- Avoid amendments when they are not really necessary. Too many amendments lead to confusion.
- When bylaws do not state how to amend, the directors have no power to do so.
The Amendment Test:
- Does it violate members' rights?
- Is it consistent with the original charter, constitution or bylaws document?
- Is it consistent with general law?
- Is it reasonable?
- Is it practical?
- Can it be obeyed?