A reader contacted us to find out how to tackle a number of changes needed for his bylaws. He was uncertain as to how to go about it and felt intimidated by the task. While it’s true that almost everyone hates bylaws (attorneys and parliamentarians are the exception), it is possible to change them without too much grief. Here we discuss the ordinary approach – to amend bylaws – and another alternative – to revise bylaws.
The process to amend bylaws is usually given within the bylaws themselves. Typically there are some requirements to keep it from being too easy. Since bylaws are a contract between the organization and its members, it isn’t desirable to be able to modify the terms any old time that you feel like it.
I have seen nonprofit bylaws that allow the board to amend them at any meeting, by a majority vote – in other words, meeting just the ordinary standard for action. I have also seen the unhappy consequences, when people got carried away and made changes in haste that they later repented at leisure. If your board is amending bylaws several times a year, something is wrong. We recommend taking a longer view. Invest some time and thought into the issues to avoid flipping and flopping.
Usually notice is required—letting people know in advance what is planned. This is just common sense for changes to the organization’s key governing document. And typically it takes a two-thirds vote to amend bylaws. If your members have the right to amend the bylaws, rather than the board, the process will take longer and be more demanding.
Finally, when your body meets to vote on the bylaws, it is bound by “scope of notice.” It can make changes to the proposed amendments, but only within the parameters that were given in the notice.
If you have many changes to be made, a better approach might be to revise your bylaws. A small committee studies the bylaws, incorporates the desired changes, and presents a whole new document to the board or members. You will want to provide explanations of what has been changed, so that the voters are fully informed.
The advantage—and the threat!—of this approach is that any and all changes to the proposed document can be made at the meeting itself. If the group decides that it wants to go further than the original committee and be more drastic, it is perfectly free to do so. If your board or members are sensible and thoughtful folks, this won’t be a problem. But a wild-eyed faction could radically alter your organization on the spot, if they convinced enough people of their views. A revision is adopted by the same vote that is required to amend the bylaws, usually two-thirds of those voting.
Amend bylaws yourself
Finally, while it is essential to have good legal counsel to review what you’re up to, we think it’s best for a committee of the organization to draft the proposed amendments or a revision. It is critical that you understand and value your bylaws. This is a working document that you own. The best way to do that is to roll up your sleeves and do the line-by-line work of reading and changing. It won’t be as awful a task as it appears, and you’ll be happy you did.