The rules for changing the bylaws of an organization are usually contained in the bylaws themselves. Failing to change an organization’s bylaws correctly, even if everyone agrees to the changes, can make the change null and void and also nullify any actions the board takes under the invalid changes. Reading your bylaws carefully will help you correctly amend your bylaws.


Bylaws are the core rules that govern the strategic mission of an organization and the specific operating rules by which the organization must do business. An example of a bylaw guiding the organization’s mission is one that forbids the organization from involvement in political activities. An example of a bylaw that directs the operations of an organization is one that delineates a quorum for board meetings, or the minimum number of board members who must be present for a meeting to be an official board meeting.

Notification Rules

Some bylaws require that the board of directors notify members or shareholders that the board is considering amending the organization’s bylaws. The bylaws specify the method and timing of the notification. For example, one organization’s bylaws might require the board to notify all shareholders by mail 30 days before the vote. Another organization might require the board to make an announcement in the group's newsletter. Bylaws notifications usually require that boards provide the original bylaw and the proposed new bylaw so members or shareholders can see the difference the change will make. During notification, the board should provide the reason for the change.

Required Vote

Some organizations require that members approve bylaws changes by vote. In some instances, members receive ballots they must return by a certain date. Some votes take place at an annual meeting, with the recommended change passing or failing based on a majority vote of the members present. Some organizations allow proxy voting, which allows a member who will not be present at a vote to have another member cast his vote for him. In some instances, the board is allowed to amend the bylaws with a majority vote.

Making the Change

Whether at a public meeting of shareholders or members or at a legally convened board-only meeting, the procedure is the same for many organizations. Because many organizations use the parliamentary procedures of Robert’s Rules of Order, the process is familiar to both shareholders and board members. One person makes a motion to change the bylaws, reading the old bylaw and the new one that will replace it. Another person must second the motion for the process to continue. If the motion is seconded, the meeting chairman asks for discussion. After the chairman closes the discussion period, he takes the vote, recording the results. The results are then sent to the appropriate stakeholders, the secretary of state in which the organization is incorporated and the Internal Revenue Service if the organization is federally tax exempt.