How to Change and Amend Your Organization’s Bylaws
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How to Change and Amend Your Organization’s Bylaws
Times change, and so do your members. That’s why every club, nonprofit, and community organization must evolve to remain relevant. Periodically amending your bylaws is crucial for good governance. These rules typically outline topics such as the group’s purpose, membership requirements, and guidelines for conducting meetings and voting.
Can You Amend Bylaws?
If you ever have a question about proper policies and procedures, you can typically find the answer in your bylaws. A distinct feature of bylaws is that they have legal standing, which means you must go through the correct channels and obtain the necessary votes from your members to amend them. Violating your bylaws could be grounds for a court challenge, so consider consulting with an experienced attorney.
Updating your bylaws keeps them current and gives your organization an avenue for addressing relevant topics and concerns. There is no one-size-fits-all answer to how often organizations should update their bylaws. Many organizations aim for a refresh every 2 or 3 years and avoid going more than 5 years.
As a general rule, your board of directors should update bylaws during transitional periods or times of significant growth. Remember, amending your existing guidelines can take time and vary depending on your organization. For example, the process for changing homeowners association bylaws differs from that of a nonprofit, which requires state filing. If you operate under strict timelines or requirements, an annual review may be the best way to keep your bylaws up to date.
How to Change Bylaws for a Nonprofit or Member-Based Organization
Though organizations have slightly different processes for amending their bylaws, most follow three simple steps — reviewing, amending, and voting.
1. Review and Propose
If your board or governing body decides to expand upon, update, delete, or modify your bylaws, follow the rules. Review the information regarding the required notice, voting thresholds, and who is eligible to propose changes to the bylaws. Nonprofits must also comply with state laws regarding the number of directors necessary to effect a change. Similarly, note limitations regarding topics such as whether the same person can hold office more than once or whether a specified number of offices is required.
After evaluating these requirements, determine what needs updating or improvement based on factors including organizational growth, member feedback, or legal requirements. In the proposal stage, it is typical for the board to gather input on any necessary modifications.
2. Amend the Appropriate Information
During the amendment phase, teams prepare and distribute information and prepare for discussion. Proposed changes should adhere to the correct format and match the style and structure of existing bylaws. Consistent wording prevents confusion and ensures legal clarity for future reference.
After drafting the amendment, distribute the proposal as required. For example, you may want to write an email, physical letter, blog post, or print flyers to display on community bulletin boards. Include the exact language of the proposed amendment, the current bylaw the proposal is replacing or modifying, and a brief explanation of the reason for the amendment.
Organizations should also provide an opportunity to ask questions, discuss concerns, and suggest modifications to the proposal before the official vote. A 10- to 30-day notice is often adequate for notifying all relevant parties and encouraging an open discussion to ensure a fair and inclusive process.
3. Vote to Change the Bylaws
Putting the new or amended bylaws to a vote ensures the decision reflects the wishes of a representative portion of your membership. You must reach a quorum and ensure members can vote in a way that is both simple and consistent with your organization’s voting procedures.
Most organizations require a specific majority of their members to approve bylaw changes, such as two-thirds or three-fourths. Teams must also document the results of the vote in meeting minutes, regardless of the outcome. If the amendment does not receive the required number of votes, your organization will not adopt it, and your existing bylaws will remain in effect. If the amendment passes, your board of directors can move forward with updating the official bylaws and notifying all members of the change. Nonprofits must also file with the appropriate government agency.
Tips for Amending Your Organization’s Bylaws
Amending your organization’s bylaws can be complex, but the process is necessary to keep your group effective and responsive. Use the following tips to address challenges and improve member engagement.
- Ensure your committee represents your organization: Is your bylaw committee an accurate cross-section of your organization’s or nonprofit’s membership? If not, you could see large-scale opposition to your bylaw proposals. Ensuring a diverse representation of membership helps prevent an “us-versus-them” mentality between members and the board. Remember to include a range of ages and generations in your board elections and clarify current voting trends and technologies for your committee.
- Use technology: Though initiating an election to amend bylaws can be challenging, you can adapt technology to your advantage. Survey & Ballot Systems’ real-time voting software is an intuitive platform that empowers members to make their voices heard. This solution makes it quick and painless to amend bylaws while potentially cutting costs for your organization and following bylaw voting system requirements.
- Create a schedule for updating bylaws: Antiquated, unnecessary bylaws can create confusion, high costs, and low voter response rates in member elections due to the lack of modern and easy voting options. Make it a point to regularly review and update bylaws to prevent your organization from falling behind, which may require a complete overhaul instead of fine-tuning.
- Don’t make the process too difficult: Set your organization or nonprofit up for success. Make the process easy to understand so your organization will receive amendment proposals, and focus on the ability to adapt over time with an approved voting system for bylaws.
Simplify Bylaw Amendments With Survey & Ballot Systems
Your bylaws should remain relevant and proactive enough to keep up with changing times. However, some groups hesitate to update their bylaws because organizing a vote feels too daunting. At Survey & Ballot Systems, we provide simple solutions for bylaw updates that make voting as easy as clicking a link in an email or mailing a ballot. Other simple voting methods include live voting during meeting, a hybrid approach, and much more.
We offer a wide range of online, on-site, paper-based, and combination voting tools, along with fully managed services to oversee the entire process. Contact us today to learn more about what we do or ask questions about amending your bylaws — our knowledgeable team is here to help!
Want to Learn More? Check Out These Articles:
- Mastering Specialty Votes: Navigating Runoffs, Mergers, Bylaws and More
- Bylaw Amendments: How to Simplify and Communicate Changes to Members
- Avoiding Conflicts of Interest in Member Organization Elections
Since joining SBS in 2011, Tony has led company communications, branding, and product launches, maintaining SBS as the go-to for governance solutions. He regularly hosts educational webinars and speaks at national trade association events across the United States. Tony’s expertise has earned him media recognition, with features in outlets like Rural Electric Magazine, The Association Adviser podcast, Associations Now, and NBC’s King 5 Mornings in Seattle.