Procedures for Amending Bylaws

Bylaws act as a set of rules to help govern your nonprofit organization or business. If your organization or business has changed, your bylaws should also change to remain clear. Amending bylaws requires the action of a committee or the board of directors.

  1. Discuss Amendments

    • The governing body of your organization or business should meet regularly to discuss the bylaws and any potential changes to them. If an amendment is deemed necessary, you may need to hire an attorney to make the changes

    Review Changes

    • Circulate the changes addressed in the meeting to the board of directors and management in organization or business. Make sure that the proposed changes are clearly written and include information on the effects they will have on the company or organization.

    Vote on Amendments

    • Hold a vote on the proposed amendments, making certain that you follow the rules in your initial bylaws on what constitutes a majority for approval. Failing to amend your bylaws puts your venture at risk and at a disadvantage when dealing with banks, investors and the Internal Revenue Service. If you do not draft and adopt the new bylaws, your company may be governed under the norms set by the statutes in the state in which you operate, which may not give you the results that you want.


    • Determine whether or not you need to file your amended bylaws with the secretary of state in the state in which you are incorporated. Since these are the legal documents of your business or organization, it may be necessary to submit the documentation to the state as you did during the incorporation process.

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