Guest Stephen Posted November 23, 2012 at 04:57 PM Report Share Posted November 23, 2012 at 04:57 PM Can a Board of Directors change or amend the by-laws? Link to comment Share on other sites More sharing options...
J. J. Posted November 23, 2012 at 05:05 PM Report Share Posted November 23, 2012 at 05:05 PM Only bif the bylaws would grant them that authority. Link to comment Share on other sites More sharing options...
Guest Edgar Posted November 23, 2012 at 05:56 PM Report Share Posted November 23, 2012 at 05:56 PM And note that any change to the bylaws is considered an amendment (even if some people think of amendments only as additions). Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 24, 2012 at 10:08 PM Report Share Posted November 24, 2012 at 10:08 PM Can a Board of Directors change or amend the by-laws?Probably not. (Even though change and amend mean the same thing.)The bylaws should contain language (probably near the end) stating the procedure by which they may be amended. That procedure must be followed for any amendments to be valid. In most societies, the general membership has the final (and often the only) say on any changes to the bylaws. Once they give that power to the board, it's quite probably they will never get it back. Link to comment Share on other sites More sharing options...
g40 Posted November 25, 2012 at 03:07 PM Report Share Posted November 25, 2012 at 03:07 PM Yes, the Bylaws are the key to how and by whom the Bylaws may be amended.While I agree that many, if not most, societies/organizations place this right with the general membership, there are some organizations that by law, regulations of a superior entity, nature of membership or similar external restrictions, mandate the change of bylaws to the Board of Directors only. Link to comment Share on other sites More sharing options...
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