Bylaws provide policy groups and governing bodies with a governing document that establishes a framework in which the policy group carries out its functions and operations. This article provides key steps to consider when amending bylaws. This resource can be used by program directors, policy groups and/or governing bodies as a process to use for amending their agency’s bylaws.
How Does One Amend the Bylaws?
How Do I Proceed?
Giving Previous Notice
An Important Point about Previous Notices
Giving Notice in Writing
At the Meeting
When Does the Amendment Take Effect?
How Is it Written in the Minutes?
The first step is to look in your bylaws to see what it states as the procedure. Just because Robert's Rules of Order gives a procedure that does not mean that your bylaws must give the same procedure.
Normally, it requires previous notice and a two-thirds vote to amend the bylaws. However, I am a member of two parliamentary organizations that allows for a different procedure. One requires a two-thirds vote and previous notice or the bylaws can be amended at a regular business meeting by a unanimous vote of those present.
Recently at our last business meeting we amended our bylaws by a unanimous vote to allow student members to be elected to the office of secretary and treasurer.
After you find out how the bylaws are to be amended. The next step is to write down what bylaw you want changed and how you want it worded. Check with several other people in the organization. Have them read it. Does the proposed change make sense? Does this change affect other bylaws? If so how? Do you need to propose other changes if this bylaw change is adopted? Word the change carefully and completely.
The next step is giving previous notice. What do your bylaws say has to be the correct previous notice? Can it be sent in the mail with the call to the meeting? Does it have to go to a Bylaw Committee first for review? Or does it have to go through the Board of Directors or can you present it directly to the membership? Can previous notice be given at a meeting of the membership?
In giving previous notice, state which bylaw you want to amend. If this is going out in the call to the meeting write the bylaw as it now stands, naming the Article and Section. Then state the proposed amendment and how it would read if amended.
In giving previous notice at a meeting, have the proposed amendment written out and give a copy to the secretary. This must be included in the minutes.
Let's say Article III. Section 2. states, "Membership dues are fifteen dollars ($15) per year and must be paid by January 30. If not paid by January 30, the member is considered delinquent and can not vote at any meeting until the dues are paid. If dues are not paid by March 30 the member will be expelled from membership."
A member wants to change the amount of dues to twenty-five ($25) dollars per year.
At a meeting, the member would rise, address the chair, and state, "Mr. President, I rise to give previous notice that I will make a motion to amend our bylaws at the next meeting. I will move to amend Article III, Section 2, by striking out "fifteen dollars" and inserting "twenty five dollars"."
At this point the member gives the proposed amendment to the president. The president can state, "Previous notice is given that at the next meeting we will consider an amendment to the bylaws, to strike out "fifteen dollars" and insert "twenty-five dollars" from Article III, Section 2. The secretary records this in the minutes".
Once the notice has been given, members at the next meeting cannot amend it beyond the scope of the notice. This means that when the amendment is proposed and open for discussion at the next meeting no one could propose an amendment to the amendment to strike out "$25.00" and insert "$30.00". This protects the rights of the absent members. The absent members realize that dues might be raised to $25.00 but not any higher.
Another consideration is that the dues cannot be lowered beyond $15.00. The proposal was to "raise" dues not "lower" the dues. In other words just because an amendment is proposed does not mean it's carte blanche. The only amendments that can be made to this proposed amendment is anything between $15.00 and $25.00.
Robert's recommends that if a notice is required to be in writing, it should be signed by a seconder -- that way the membership knows at least two people want to discuss it and time is not wasted by only one person who is interested in this proposal.
The bylaw amendment needs to be formally presented usually under new business. The member must rise, address the chair, and state the proposed amendment. It needs a second. The chair places it before the assembly by restating the proposed amendment and asks for discussion. The proposed amendment is considered a main motion and both primary and secondary amendments are allowed.
The vote taken should be a counted vote, either by standing, show of hands or ballot vote. The vote should be recorded in the minutes -- how many voted for and how many voted against.
It takes effect immediately unless the members adopt a proviso for it to take effect at another time. A proviso is an incidental motion and can be adopted while the bylaw amendment is pending.
The secretary should take great care in how this is written in the minutes. The secretary should write the originally bylaw in the minutes and then the proposed amendment and who proposed it. Finally, record how it was worded, when adopted, and numerical vote (12 voted in the affirmative and 6 in the negative. There was a two thirds vote in the affirmative and the amendment was adopted.)
If bylaws are put on a computer disc then printed and put in a three ring binder, it becomes easy to make changes to the bylaws. When the bylaws are amended, record at the bottom of the page amended the date it was amended.
Amending Bylaws. McConnel, Robert. Parliamentary Internet Newsletter. Volume 3, Issue 4. 1997. English.
Last Reviewed: October 2012
Last Updated: August 27, 2014