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:

  1. Who can offer amendments? (i.e., members? directors?)
  2. What are the rules for doing so? (i.e., during new business at a regular meeting?)
  3. When is the membership to be notified? (i.e., at the previous meeting? orally or in written form or both?)
  4. 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.

  1. Select a special group to take responsibility to study, review and report to the members.
  2. Set a date and time for the consideration of their work and conduct hearings on their proposal(s).

Step 3: Publish the Proposed Amendments.

  1. Every member should have a copy with an explanation.
  2. The amendments should be written so they fit directly into the existing document.
  3. They should be published with the committee's recommendation.

Step 4: Consider the Proposal.

  1. Chairperson of the bylaws committee reads the amendment(s) and moves for adoption.
  2. Amendments to the proposed amendments may be taken from the floor without notice with a majority vote.

Step 5: Vote.

  1. Amendments may be approved by 2/3 vote with prior notice or by majority of entire membership without notice.
  2. 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:

  1. The members should control the adoption and amendment of the bylaws — always.
  2. Avoid amendments when they are not really necessary. Too many amendments lead to confusion.
  3. When bylaws do not state how to amend, the directors have no power to do so.

The Amendment Test:

  1. Does it violate members' rights?
  2. Is it consistent with the original charter, constitution or bylaws document?
  3. Is it consistent with general law?
  4. Is it reasonable?
  5. Is it practical?
  6. Can it be obeyed?