Note: This article focuses on the procedural and structural aspects of amending or revising bylaws. For a discussion of legal compliance and broader strategic considerations, see our related article, Considerations When Amending or Revising Association Bylaws.
There are usually three primary governing documents in most nonprofit corporations: the Articles of Incorporation, the Bylaws, and Board Policies.
The Articles of Incorporation (sometimes called the corporate charter) are filed with the state and generally contain statutory requirements such as the organization’s name, principal office, registered agent, and purpose. That said, older Articles sometimes include additional provisions, including governance matters such as Board size, director qualifications, or the date of the annual meeting.
If you are considering Bylaws changes, make certain you review the Articles of Incorporation to ensure there are no conflicting provisions.
Board Policies typically address matters under the Board’s authority. The Bylaws often reference policies for issues such as disciplinary procedures, elections, or meeting protocols.
That leaves the Bylaws, which tend to be the highest governing document that members regularly consult.
If your parliamentary authority is Robert’s Rules of Order Newly Revised, the 12th Edition (the most recent–see this article) explains:
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 procedure that 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.
In short, the Bylaws define who you are, how you operate, and what cannot be changed casually.
There Is No One-Size-Fits-All Solution
I have been involved in many amendments and complete revisions of governing documents. No two organizations are identical. They differ in purpose, membership, governance culture, and internal dynamics.
No single set of model bylaws will fit every organization. Good bylaws, like clothing, should fit the organization they are meant to serve.
That said, the organizations most successful in amending their bylaws tend to follow a deliberate and orderly process. Planning requires effort, but it reduces confusion, improves member confidence, and minimizes the risk that important issues will be overlooked.
Individual Amendments vs. a Revision
Bylaws are typically amended in one of two ways: through individual amendments or through a revision. The choice matters procedurally and strategically.
Individual Amendments
Individual amendments are the method most often used. A proposal is made to amend a specific section or sections, replacing certain wording with new language. The amendment is presented, debated, and voted upon.
This approach works well for discrete changes. However, repeated individual amendments can gradually produce a patchwork document. Over time, inconsistencies may develop, and structure may suffer.
Revision
A revision is appropriate when changes are so extensive or scattered that they affect the document as a whole. A revision substitutes a new document for the old one.
Procedurally, notice must be given that a revision will be considered. The proposed document is open to amendment during consideration, just as if the organization were adopting bylaws for the first time. A single final vote is taken on the document as a whole.
The advantage of a revision is that it allows inconsistencies to be resolved and a unified structure to be created. The disadvantage is procedural risk: if the final vote fails, all changes fail.
While revisions are typically used for substantive structural changes, I have seen revisions devoted primarily to grammar, formatting, and clarity. In rare cases, organizations have considered multiple revisions at the same meeting—adopting technical revisions unanimously while separately debating more controversial structural changes.
The key is choosing the correct method at the outset.
A Practice Process for Bylaws Amendments
1. Initial Determination of Goals
There are different reasons for Bylaws changes:
- Correct typographical errors or formatting
- Eliminate inconsistencies
- Improve structure and readability
- Make substantive governance changes
The scope of the objective determines the timeline. Minor wording updates may be completed within a few months with limited membership involvement. A comprehensive revision may take nine months or longer and should involve broader stakeholder engagement.
2. Determine the Method of Amendment
Decide early whether the organization will pursue individual amendments or a revision. This decision shapes the notice requirements, drafting strategy, and meeting procedures.
Individual amendments are more restrictive. A revision allows structural flexibility but carries the all-or-nothing final vote.
3. Member and Stakeholder Input
Members and stakeholders should be informed that governing documents are under review. Suggestions can be solicited through email, website announcements, or mailings.
Officers, Board members, and committees should be approached directly for input. Early involvement increases transparency and reduces resistance later.
4. Initial Read-Through by Committee or Board
If more than cosmetic edits are contemplated, a committee, the Board, or a subcommittee should read the bylaws in their entirety.
This group should consider:
- Whether sections can be combined or reorganized
- Whether provisions belong in policies rather than bylaws
- Whether outdated or redundant language should be removed
The document must be evaluated as a whole, not merely section by section.
5. Legal and Parliamentary Review
Although input from counsel and a parliamentarian is helpful throughout the process, a formal review should occur before final circulation.
This review ensures:
- Compliance with applicable nonprofit statutes
- Proper amendment procedures
- Sound parliamentary construction
Statutory requirements evolve. Provisions once acceptable may no longer comply, particularly regarding officer roles, elections, meeting notices, or electronic procedures.
6. Wordsmithing and Technical Refinement
Once structure is settled, attention should turn to clarity and precision. As RONR notes:
“Each sentence should be written so as to be impossible to quote out of context…”
RONR (12th ed.) 56:11
Some organizations appoint a technical subcommittee to ensure consistent terminology, logical organization, and uniform formatting. The entire document should eventually be reviewed and approved provisionally as to both structure and language.
7. Submission to Members
The full draft should be distributed to members, often electronically. Comments should be collected and addressed thoughtfully. Where appropriate, follow-up discussions may be necessary.
Prompt responses to member suggestions build confidence in the process.
8. Public Hearing or Discussion Opportunity
If feasible, a town hall session or structured discussion during a regular membership meeting allows members to raise final questions. Even when not required, this step promotes transparency.
9. Final Document and Adoption
At some point, drafting must conclude. The final document should be circulated with clear notice of the meeting at which it will be considered.
Adoption must follow the procedures set forth in the existing bylaws, including required notice, quorum, and voting thresholds.
Review of Board Policies
During the bylaws process, policies should be reviewed to determine whether any belong in the bylaws or require adjustment for consistency.
Policy review can occur:
- Concurrently with the bylaws process
- During a lull after draft distribution
- After bylaws adoption
In many cases, reviewing policies near the end of the bylaws process is most efficient, as the language and structure remain fresh in committee members’ minds.ncluded, some members may have difficulty in getting started on another project.
The Goal
The goal of any bylaws amendment or revision is not simply to produce a new document. It is to create a governing framework that is clear, internally consistent, and workable.
Some organizations find themselves revisiting bylaws language repeatedly. A thoughtful and disciplined amendment process reduces that likelihood and allows the organization to focus on its purpose rather than on procedural disputes.
Whether through targeted amendments or a full revision, bylaws should ultimately serve the organization—not the other way around.
Over the years, our firm has assisted organizations of many sizes with both individual amendments and comprehensive revisions, helping guide the process from initial planning through final adoption. If your organization is considering changes, careful planning at the outset can make all the difference.
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 association meeting procedure, including Robert’s Rules of Order Fast Track and Notes and Comments on Robert’s Rules, Fifth Edition. For charts and articles on meeting procedure, visit www.jimslaughter.com.