Our firm has assisted hundreds of associations with governing document amendments and complete rewrites. One memorable experience occurred about 20 years ago, when the leadership of a national professional association—due to internal politics—asked us to take their suggestions and draft an entirely new set of bylaws without further input or involvement. While we advised against such a hands-off approach, the resulting bylaws were, to our surprise, adopted by unanimous consent at their next national convention of 500 delegates. Afterward, the association told us that our involvement was the only reason such a smooth and successful outcome was possible. It just goes to show: you never know what approach will resonate with a particular organization.
With that background, let’s explore how to approach amendments to an association’s governing documents, including best practices for revision and how to ensure compliance with applicable state laws and the organization’s existing rules.
Most nonprofit corporations tend to be governed by three primary documents: (1) Articles of Incorporation, (2) Bylaws, and (3) Board Policies.
The Articles of Incorporation (also known as the corporate charter) typically include any statutory requirements: name of the organization, principal office, registered agent, and purpose. However, older articles may include more detailed provisions—sometimes extending into governance matters. If your association does not have a copy of its articles, it is important to obtain and review them to ensure there are no unexpected or conflicting provisions.
Board Policies deal with matters directly under the Board’s control and are often referenced in the Bylaws for issues such as disciplinary procedures, elections, and meeting protocols.
Of the three documents, the Bylaws usually receive the most attention. They form the core rules governing the structure, authority, and internal operations of the organization.
If the organization has adopted Robert’s Rules of Order Newly Revised (12th Edition) as its parliamentary authority, the following excerpt is instructive:
“In general, the constitution or the bylaws—or both—of a society are the documents that contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedures it follows. In the ordinary case, it is now the recommended practice that all of a society’s rules of this kind be combined into a single instrument, usually called the ‘bylaws,’ although in some societies called the ‘constitution’—or the ‘constitution and bylaws,’ even when it is only one document. . . .
The term bylaws, as used in this book, . . .
(2) defines the primary characteristics of the organization—in such a way that the bylaws serve as the fundamental instrument establishing an unincorporated society, or conform to the corporate charter if there is one;
(3) prescribes how the society functions; and
(4) includes all rules that the society considers so important that they (a) cannot be changed without previous notice to the members and the vote of a specified large majority (such as a two-thirds vote), and (b) cannot be suspended (with the exception of clauses that provide for their own suspension under specified conditions . . . .”RONR (12th ed.) 2:8 (p. 11)
Our Role and Collaboration with Local Counsel
Our firm has assisted many associations and nonprofit organizations with reviewing, amending, and rewriting governing documents. While we are not licensed in every state, we work closely with local or general counsel to ensure full legal compliance. In such cases, our focus is on structure, clarity, consistency, and best practices, while local counsel provides input on applicable statutes and jurisdiction-specific requirements.
A Structured Process for Bylaws Review
Without knowing more about an organization’s current documents or goals, it is difficult to offer specific recommendations. However, we have seen that the organizations most successful in revising their bylaws follow a clear, methodical process. While the exact approach should be tailored to the needs of the association, we recommend the following general steps:
1. Initial Determination of Goals
There are different reasons to amend or revise bylaws:
- Correct typographical errors or formatting;
- Eliminate inconsistencies;
- Improve structure and readability;
- Make significant governance changes.
The intended scope will shape the timeline. Minor updates can typically be completed within a few months and may not require extensive member input. A full revision or structural overhaul, by contrast, may take nine months or longer and should involve broader stakeholder engagement.
2. Initial Determination of Method of Amendment
Bylaws can be changed in two primary ways:
- Individual Amendments: A proposal is made to amend one or more specific sections. The amendment is then presented and voted upon. This is the method most used to address specific issues. While most common, individual amendments are more restrictive and can lead to inconsistencies over time, making it difficult to create a single, unified document.
- Revision: A revision is used when changes are extensive or affect the entire structure. Unlike individual amendments, a revision is treated as a substitution of a new document. Members receive notice that an entirely new document will be presented, which can then be amended freely before being adopted by a single up-or-down vote. This approach allows inconsistencies to be resolved and a unified format to be established. Revisions are most often used for substantive changes but can also be undertaken solely for clarity, grammar, and formatting.
3. Member and Stakeholder Input
Before drafting begins, members and stakeholders should be notified that governing documents are under review. Suggestions for improvement can be solicited via email, letter, or online submission. Officers, Board members, and committees—key centers of influence—should be approached directly for input.
4. Initial Read-Through by Committee or Board
If more than cosmetic edits are being considered, a designated group (such as a bylaws committee, the Board, or a subcommittee) should read the current bylaws in their entirety. This team can:
- Consider combining or reorganizing sections,
- Identify provisions better suited for Board policies,
- Remove outdated or redundant language.
Conference calls or virtual meetings may be necessary to discuss more complex issues.
5. Legal and Parliamentary Review
While legal and parliamentary input is valuable throughout, a formal review should be conducted after initial drafting to ensure that:
- The revised structure complies with state nonprofit statutes, and
- The document adheres to sound rules of parliamentary construction.
Statutory requirements may evolve, and previously valid provisions may no longer comply—particularly those related to officer roles, elections, meeting notices, or amendment procedures.
6. Wordsmithing and Technical Review
Once the overall structure is set, subcommittees or designated individuals should refine the wording. Per Robert’s Rules, “Each sentence should be written so as to be impossible to quote out of context; that is, either its complete meaning should be clear without reference to sentences preceding or following, or it should be worded so as to compel the reader to refer to adjoining sentences—as by beginning, ‘Any member so elected . . .’” RONR (12 ed.) 56:11. Some organizations create a technical subcommittee to ensure:
- Logical word choice,
- Uniform section layout,
- Consistent pagination and references.
At some point, the entire document should be reviewed and provisionally approved for both structure and language.
7. Submission to Members
The complete draft should be distributed to members—typically by email or through the organization’s website—to reduce costs. Member comments can be sent to the committee chair and circulated for consideration. Some discussion may require follow-up calls or virtual meetings. All feedback should receive timely responses.
8. Public Hearing (If Possible)
If a regular membership meeting is scheduled during the review period, consider setting aside time for open discussion of the proposed changes. Otherwise, a virtual meeting for members with concerns may be warranted. This offers transparency and helps surface final concerns.
9. Final Document
After incorporating member input and making final refinements, the revised document should be formally presented to the membership. By this point, the process should be broad and inclusive, with clear records of who was consulted and how feedback was addressed.
10. Adoption by Board and Membership
Adoption requirements will depend on the existing bylaws. In most cases, final approval should come from both the Board and the general membership. Specific notice, quorum, and voting thresholds must be followed.
Review of Board Policies
As part of the bylaws process, existing Board policies should be reviewed to determine if any belong in the bylaws or need updating. However, because policy amendments do not follow the same rigorous procedures as bylaw amendments, this review can occur at different stages:
- During the bylaws revision process,
- After the draft bylaws are distributed but before adoption (often a “lull” period for committees),
- After the bylaws are adopted.
We typically recommend Option 2, as committee members are still engaged and the new bylaws language is top of mind. Waiting too long may reduce momentum.
Conclusion
Our firm has worked with many organizations to update and improve governing documents. Our role can range from helping identify goals and drafting a complete revision, to reviewing documents at key milestones or simply consulting as needed. The level of involvement depends on the organization’s specific needs, the scope of changes, and the complexity of the existing documents.
Jim Slaughter is an attorney, Certified Professional Parliamentarian, Professional Registered Parliamentarian, and past President of the American College of Parliamentary Lawyers. He is author of four books on meeting procedure, including two updated for the latest Robert’s Rules: Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. Both books have been selected as “Editor’s Picks” by Publisher’s Weekly. Many free charts and articles on Robert’s and meeting procedure can be found at www.jimslaughter.com.