Amendments

[Guest Heather]

Our bylaws state that - "Amendments will be dated and attached to, not substituted for, the original document."

Our bylaws are getting hard to read because of all the amendments and then amendments on top of amendments - it makes the bylaws hard to read.

Just curious how other boards handle amendments in their bylaws.

Thanks

[Rob Elsman]

Our bylaws state that - "Amendments will be dated and attached to, not substituted for, the original document."

Our bylaws are getting hard to read because of all the amendments and then amendments on top of amendments - it makes the bylaws hard to read.

Just curious how other boards handle amendments in their bylaws.

Thanks

If the board is a subordinate board like those discussed in RONR (10th ed.), §49, pp. 164ff, then the board shouldn't handle them at all, unless the general membership assembly shall have referred one to it on an individual basis.

[Tim Wynn]

Our bylaws state that - "Amendments will be dated and attached to, not substituted for, the original document."

There's nothing wrong with amending the bylaws to remove that provision, if your organization is so inclined.

[David A Foulkes]

Our bylaws state that - "Amendments will be dated and attached to, not substituted for, the original document."

Our bylaws are getting hard to read because of all the amendments and then amendments on top of amendments - it makes the bylaws hard to read.

Just curious how other boards handle amendments in their bylaws.

Thanks

It almost sounds like there is some sort of historical tracing at work here. I'm not sure how important that might be to your organization, but it seems to be more trouble than it's worth. If member dues are now $50, and they were $40 before that bylaw was amended last, and $35 before that, and so on, what purpose does it serve to know that? The dues are (now) $50, and that's all that needs be known - pay up!

But your organization must have had at some point a purpose to this rule, perhaps enacted at a time way back by members long gone. Does it serve a purpose today? A question you will need to answer.

[Matt Schafer]

It almost sounds like there is some sort of historical tracing at work here. I'm not sure how important that might be to your organization, but it seems to be more trouble than it's worth. If member dues are now $50, and they were $40 before that bylaw was amended last, and $35 before that, and so on, what purpose does it serve to know that? The dues are (now) $50, and that's all that needs be known - pay up!

But your organization must have had at some point a purpose to this rule, perhaps enacted at a time way back by members long gone. Does it serve a purpose today? A question you will need to answer.

Also, keep in mind that whether the bylaws document is updated to "incorporate" the amendments or not, it is the record of the enacting resolution in the minutes that is the official word on each amendment that is adopted. Since each resolution must be included with its exact wording in the minutes, you already have the separate listing of the amendments, including their sequence and dates of adoption and enactment.

I suggest that it's unnecessary to keep the individual amendments in two places (the minutes and the copy of the bylaws distributed to the members), and the benefit of having one clean up-to-date copy of the bylaws for the members to reference outweighs any purpose of historical research.

[Matt Schafer]

Also, note that any copy of the bylaws is just that -- a copy. The official bylaws and all of their amendments are in the minutes. So that copy of the bylaws that has all of the amendments attached instead of incorporated? That's just a convenience to the members. Why not make your convenience copy truly useful by going through the minutes (from the beginning of the organization) and making all of the changes so you get an easy-to-read up-to-date copy of the bylaws with all of the amendments incorporated?

[Kim Goldsworthy]

Our bylaws state that - "Amendments will be dated and attached to, not substituted for, the original document."

Sorry to hear that.

Our bylaws are getting hard to read because of all the amendments and then amendments on top of amendments - it makes the bylaws hard to read.

That method is how the U.S. Constitution is maintained. The original text never goes away. It merely becomes obsolete ("... hereby repealed ...") as the new Amendments are adopted.

Just curious how other boards handle amendments in their bylaws.

99% of all organizations don't use your method.

They re-generate (in the 21st century I cannot say "they re-type", with a straight face) a new and improved document, incorporating all the amendments. - No ever-growing coda of new sheets of paper.

• There are no attachments.

(However, some orgs append a history, like a one-page, super-long footnote, mentioning which article has been amended, and what month/year. This is done to (a.) allow a researcher to look up the old text via the minutes of that meeting, or at least a starting point where changes can be double checked, and old text may be accessed; (b.) allow a proof reader to check for typographical errors, between the minutes and the newly-generated document.)

• The original text is not kept.

(Except for old hard copies archived, with care, with the secretary's records, of course.)

Analogy: Just like a book. - You never see a book published in its new edition where the old text is kept. The new edition is fresh and clean, as if there was no prior edition's text.