Ammendment of Bylaws

[Guest Roz]

I am on the board for a 501c3 and our bylaws are extremely vague. I am serving as parliamentarian but do not have a law background at all. I am in this spot because several attempts were made to fill it and I am the only person that stepped up. I would love to update our bylaws to match the way we currently run things but had heard someone say that to change bylaws you have to have a lawyer present and then they have to be approved by a 2/3 membership vote. Is this true?

[Gary Novosielski]

No, that's baloney.

Check your bylaws for an article near the back about how the bylaws can be amended.  Those are the rules you have to follow.

A typical rule might say that the proposed bylaw change must be sent to all members a certain time in advance, so they will know what the change is and when they would have to show up to debate or vote on it.  And it typically requires a two-thirds vote to pass an amendment.  

Let us know what you find.

And by the way, it should not be necessary to change the bylaws to match how you actually run things, because with few exceptions, you do not have the option to run things differently than the current bylaws permit.  If there's a difference between the two, then you must change the way you currently run things to match the bylaws, until you can properly change them according to the rules.

Edited March 26, 2024 at 12:39 AM by Gary Novosielski

[Joshua Katz]

On 3/25/2024 at 5:18 PM, Guest Roz said:

I am serving as parliamentarian but do not have a law background at all.

Good. The two are different and law degrees come with an unshakeable belief that the holder knows parliamentary procedure without study. 

On 3/25/2024 at 5:18 PM, Guest Roz said:

. I am in this spot because several attempts were made to fill it and I am the only person that stepped up.

That's not the best way to fill a parliamentarian position, but it is what it is.

On 3/25/2024 at 5:18 PM, Guest Roz said:

I would love to update our bylaws to match the way we currently run things but had heard someone say that to change bylaws you have to have a lawyer present and then they have to be approved by a 2/3 membership vote.

No the first (unless  you have strange bylaws that require it). As to the second, you'll need to consult your bylaws, but if they do not provide a threshold, it is a 2/3 vote with previous notice (not 2/3 of the membership, but a vote at a membership meeting exceeding the 2/3 threshold), or a majority of the entire membership voting in the affirmative.

[Richard Brown]

The rules for amending your bylaws will almost always be found in the bylaws themselves. In the rare case where they are not, then you default to the Rules in RONR (provided that is your parliamentary authority).  Mr. Katz correctly stated the default rule in RONR for amending bylaws when your own bylaws are silent. 

[Josh Martin]

On 3/25/2024 at 7:18 PM, Guest Roz said:

I would love to update our bylaws to match the way we currently run things but had heard someone say that to change bylaws you have to have a lawyer present and then they have to be approved by a 2/3 membership vote. Is this true?

The part about having a lawyer present is not true. The part about the 2/3 membership vote may very well be true.

The bylaws should specify what is required for their amendment. A requirement of previous notice and a 2/3 vote, by the membership, is very common.

If the bylaws are silent regarding their amendment, they may be amended by a 2/3 vote with previous notice or a vote of a majority of the entire membership.