Simone Lawson
The process of amending an organization's constitution and bylaws varies depending on the structure and nature of the organization. Generally, bylaws are a set of rules that provide a legal foundation for governing organizations, and they can be amended in response to changes in the marketplace or legal environment. Amendments can range from minor changes to major revisions, and the process typically involves a well-defined set of steps, such as proposing changes, gathering input, and obtaining the necessary votes from members. While the specific procedures may differ, the goal is to ensure that any modifications align with the organization's objectives and comply with legal requirements.
| Characteristics | Values |
|---|---|
| Purpose of combining constitution and bylaws into a single instrument | To avoid duplication or inconsistency and to make the rules more understandable and workable |
| Combining constitution and bylaws into a single instrument | Recommended practice, but some groups may still separate them |
| Constitution separate from bylaws | May be required by law or found in older organizations |
| Constitution | Should be more difficult to amend than bylaws |
| Bylaws | Can be repealed or changed by members |
| Bylaws | Can be altered, amended, or revised by the board of directors |
| Bylaws | Should define voting processes |
| Bylaws | Should define the distinctions between different classes of members |
| Bylaws | Should define the dues structure |
| Bylaws | Should be amended every two to five years |
| Bylaws | Should be amended using the correct channels and obtaining necessary votes |
| Bylaws | Should be amended with input from members |
| Bylaws | Should be amended with input from a diverse range of members |
| Bylaws | Should be amended with the help of technology to make the process efficient and cost-effective |
| Bylaws | Should be amended with the help of a qualified attorney to ensure compliance with the law |
| Bylaws | Should be amended by following the existing rules for making amendments |
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What You'll Learn
Bylaws and constitutions: Combining into a single instrument
While every organisation has different policies and procedures, there are recommended practices for combining bylaws and constitutions into a single instrument.
The constitution and bylaws are both documents that contain the basic rules relating to an organisation, rather than the parliamentary procedure it follows. They supersede parliamentary authority. It is recommended that these rules are combined into a single instrument, usually called the "bylaws", although some groups may still refer to it as the "constitution" or "constitution and bylaws".
The constitution typically contains the most basic rules and structure of the organisation, considered so important that they are not meant to be changed often. It is deliberately made difficult to change, requiring greater-than-normal notice requirements and a higher vote threshold than a majority. The bylaws, on the other hand, should only be marginally less difficult to change than the constitution.
Combining the two documents into a single instrument reduces potential duplication and conflict between the two. It keeps all provisions relating to each subject under one heading, resulting in fewer problems of duplication or inconsistency, and gives a more understandable and workable body of rules.
To combine the two documents, a new document is created, which is then called the "bylaws". However, the process of adopting these changes can be confusing. Most people believe that changes to the bylaws are always an amendment, but if the constitution no longer exists, then what would you call that change?
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Amendments: Voting and approval
The process of amending an organisation's bylaws or constitution must follow a well-defined process. While every organisation has different policies and procedures, there is a general process for proposing changes to an organisation's bylaws. If your board or governing body finds the need to expand upon, update, delete or modify your bylaws, be sure to follow the rules for making an amendment. If necessary, your bylaws should also define how to vote on a proposed amendment. Amendments may be as minor as the change or correction of a word in a sentence, or they may be a major change that completely revises an article or section of the bylaws.
The first step in avoiding unnecessary changes is to maintain strict control over the amendment process. Other important issues include avoiding any change that violates the rights of any member or violates the constitution or original charter of the organisation. Bylaws are a set of rules that provide the legal foundation for governing organisations such as nonprofits, corporations, private businesses and churches. They are changed in response to changes in the marketplace or the legal environment.
In the proposal stage, it is typical for the board to gather input on modifying the proposal as necessary. If you need to change your bylaws, send a document communicating the changes to members. If your organisation is using Robert's Rules of Order Newly Revised, amendments are then approved with a two-thirds majority vote. Unless otherwise stated in the bylaws, amendments are in force on the date of approval. A majority vote adopts these amendments. For example, say an amendment was proposed to strike out $50.00 and insert $40.00, and it's adopted. Now the proposed amendment to the bylaws is to increase dues from $25.00 to $40.00. This is now presented to the assembly as the bylaw amendment, and it takes a two-thirds counted vote to adopt.
After the discussion period, the moderator will call for a motion for approval from the floor, and then call for a second to the motion. After the second, a call will go out for any other questions. The bylaws made by the board of directors may be repealed or changed and new bylaws made by the members, and the members may prescribe that any bylaw made by them shall not be altered, amended or repealed by the directors.
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Bylaws: Legal standing and compliance
Bylaws are an organisation's fundamental governing document, and as such, they carry legal weight. Violating bylaws could result in legal challenges for the organisation. It is therefore important to ensure that bylaws are compliant with the law and carefully drafted, ideally with the help of a skilled attorney. Nonprofits, for example, must file their bylaws with the state.
The process of amending bylaws varies from organisation to organisation. In general, the board or governing body will propose changes, gather input, and follow the rules for making an amendment. The bylaws themselves should define how to vote on a proposed amendment, and a majority vote is usually required for adoption. Amendments can include expanding upon, updating, deleting, or modifying the existing bylaws.
It is recommended that organisations combine their constitution and bylaws into a single instrument, usually called the "bylaws". This helps to avoid issues of duplication or inconsistency and results in a more understandable and workable set of rules. However, some organisations may still separate the two, particularly if required by national, state, or local law. In such cases, the constitution should be made more difficult to amend than the bylaws to serve a purpose in having two separate documents.
When amending bylaws, it is important to ensure that the changes do not include practices prohibited by law. State statutes and laws supersede organisational bylaws, and default rules outlined by the state may override the bylaws. Therefore, it is crucial to consult a legal professional to ensure full compliance with the law. Additionally, it is recommended to keep records of the original amendments, including who proposed the change and why. This helps maintain transparency and accountability in the amendment process.
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Bylaws: Committees and diversity
When it comes to bylaws, committees, and diversity, there are several key considerations to keep in mind. Firstly, it is essential to recognise that bylaws are legal documents that govern the fundamental rules of an organisation. They outline the rights and responsibilities of members, define the decision-making process, and establish the structure and functioning of the organisation.
One important aspect of bylaws is their role in promoting diversity and inclusion within the organisation. To achieve this, the bylaws committee itself should be diverse and representative of the organisation's membership. This includes ensuring a range of ages, generations, and backgrounds are represented. By having a diverse committee, the organisation can avoid an "us-versus-them" mentality between members and the board, fostering a sense of unity and shared purpose.
Additionally, the bylaws should address any specific diversity and inclusion goals that the organisation aims to achieve. This could include provisions for anti-discrimination measures, equal opportunities, and the encouragement of diverse perspectives and participation. The bylaws should also outline the election process, ensuring that it is fair, transparent, and accessible to all eligible members.
Furthermore, when considering amendments to the bylaws, it is crucial to follow the established procedures and obtain the necessary votes from members. This democratic process ensures that all stakeholders have a voice in shaping the organisation's rules. Amendments can be proposed by members, and it is recommended to gather input and modifications as needed. The voting process should be clearly defined in the bylaws, and it may require a simple majority or a two-thirds majority for significant changes.
Lastly, it is important to note that there is no one-size-fits-all approach to bylaws and amendments. Each organisation is unique in its purpose, membership, and governance structure. Therefore, when making changes to the bylaws, it is essential to tailor them to the specific needs and characteristics of the organisation. This may involve seeking legal advice to ensure compliance with relevant laws and regulations. By following these guidelines, organisations can effectively manage their bylaws, promote diversity, and adapt to the changing needs of their members.
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Bylaws: Defining membership
When it comes to defining membership in bylaws, there are several key considerations to keep in mind. Firstly, it is essential to clearly state whether the organisation has members or not. If the organisation is a nonprofit, check the relevant state statutes to determine if members are required. If members are not required, the bylaws should include a clear statement that the organisation has no members. On the other hand, if the organisation does have members, the bylaws should outline the rights and limitations of those members, as well as any requirements for membership.
It is important to specify whether membership is open to anyone or if there are specific eligibility criteria. If there are eligibility requirements, these should be detailed in the bylaws. For example, membership may be limited to the board of directors, or it may also include members of the public. If public membership is offered, the bylaws should outline the eligibility criteria, such as residency, property ownership, or employment in a specific region.
In addition to eligibility, the bylaws should also outline any required fees, attendance requirements, and the circumstances under which membership can be revoked. If the organisation offers honorary memberships, the details of this should also be included. It is also important to define the rights associated with different types of membership. For example, the bylaws may establish non-voting categories of membership, with specific rights and limitations outlined for these members.
The process for amending the bylaws related to membership should also be defined. This includes specifying how often the bylaws should be reviewed and updated, as well as the voting process for approving any changes. It is crucial to ensure that the bylaws are compliant with state laws and that any amendments do not include practices prohibited by law. Seeking legal advice during the process can help ensure compliance and avoid potential court challenges.
Finally, it is worth considering the diversity of the membership when defining membership in the bylaws. Ensuring a diverse representation of members on the board and bylaw committee can help prevent an "us-versus-them" mentality and foster a more inclusive environment. This includes considering a range of ages and generations, as well as utilising technology to facilitate voting and encourage member participation.
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Frequently asked questions
Constitution and bylaw changes can be amended, but the process varies depending on the organization and its specific policies and procedures. Amendments can range from minor changes to major revisions. It is recommended to consult a qualified attorney to ensure compliance with legal requirements.
The process typically involves proposing a formal motion, which must be seconded and may be debated. Members can also make amendments within the scope of the notice. The majority or two-thirds majority vote is then required to adopt these amendments, depending on the organization's rules.
It is essential to follow the rules for making amendments and define how to vote on proposed changes. Maintaining a diverse representation of membership in the bylaw committee can help prevent large-scale opposition to proposals. Using technology can also make the process more accessible and cost-effective.
Amending bylaws can be challenging, as it requires input from members who agreed to a specific set of rules when they joined the organization. It is crucial to ensure that amendments do not violate any state laws, the rights of any member, or the organization's constitution or original charter.
