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Organizational Change Happening? Don’t Forget Your Bylaws!

Bylaws are a set of “rules” that provide the framework for your organization but are sometimes overlooked when organizational change happens. Imagine an event that happens frequently and that is a change to the membership structure of your association. After a strategic discussion, your Board decides to add a new membership category that currently does not exist. It’s not as easy as a Board vote and will require an amendment to your current bylaws. As the association’s Executive Director, you should be armed to discuss the process with your Board.

  1. Review– Review your current bylaws and state statutes carefully to ensure you understand how to amend them, if written notice is required and how the membership votes
  2. Secure– Make sure you have a current copy of your bylaws in an editable format (i.e. Microsoft Word). This is a simple statement but a lot of the times the final version of an association’s bylaws are in PDF form. If they are, it makes it very difficult to edit the document and may require the creation of a brand new document (Tip: There are software programs that can be purchased to convert PDFs into Word or other editable form, so don’t despair!)
  3. Assign– The Board should assign a detail-oriented task force or committee to review the bylaws and propose amendments. Seek legal counsel if necessary
  4. Vote by the Board– The task force or committee presents the proposed revisions to the Board (or governing body) for approval prior to submitting to the membership for a vote
  5. Inform– Provide notice to the membership informing them of a forthcoming bylaws vote. The notice period, typically 30 days, is detailed in your bylaws and state nonprofit statutes
  6. Vote by the Membership– Submit proposed revisions to the association membership as a motion for a vote. Remember to include the original language, proposed language and any rationale for the changes, if applicable. The mode by which the vote takes place will differ (live vs. mail vs. electronic) as dictated by your bylaws and state nonprofit statutes (Note: Some bylaws authorize the Board to make amendments, which changes your amendment process)
  7. Confirm– At close of the membership vote, ensure quorum and confirm results with the Board or governing body
  8. Record– Record results of the membership vote in the official minutes of the association
  9. Update– Update the amendment date on the bylaws (keep an editable copy!) and save a clean version with the newly approved revisions in the association’s files. Don’t forget to inform the IRS of amendment(s) when submitting your association’s form 990.
  10. Celebrate– You did it! It is an extensive process but once complete is truly provides a solid framework for your organization that meets current needs.