How to Change Bylaws

All non-profit organizations have bylaws: a set of rules which governs things like membership, board or director's powers, duties and composition, organizational officers and their duties, financial administration and rules for making bylaw changes or amendments. Bylaws aren't public documents, and no government office requires or inspects them. . .they exist as a foundational framework or playbook that describes how the organization will operate to guarantee honesty, transparency and accountability.

Things You'll Need

  • Text of proposed bylaw changes
  • Paper
  • Pen or pencil


    • 1

      Notify all of the organization's board members or directors of a scheduled meeting to address bylaw changes. The amount of notice required is frequently specified within an organization's bylaws themselves. Provide enough advanced notice so that no one can accuse the organization of attempting to exclude any qualified individuals from attending.

    • 2

      Count the members present to ensure that you have a "quorum"---the minimum number of board members or directors required to conduct official business. This number is usually simply a majority of the board members or directors, and is again most commonly specified within the bylaws themselves.

    • 3

      Appoint one member to take detailed notes of the meeting, unless you already have a designated Board Secretary as an officer of the organization.

    • 4

      Call the meeting to order (usually performed by the board president) and introduce the desired bylaw changes. Set aside ample time for the board to discuss the changes, debate alternatives and ask questions regarding the proposed bylaw changes.

    • 5

      Call a vote on the proposed changes (again, usually done by the board president), with the Secretary noting the outcome of the voting.

    • 6

      Print the amended bylaws (if the proposed changes are approved) and distribute them to the directors or board members. Keep an additional copy available for public inspection at your organization's headquarters at all times.

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