How to Change Bylaws for a Nonprofit

To maintain proper and quality management, nonprofits must review the rules of their company bylaws, and have amended them every year. Overall, nonprofits are the fifth largest economy, so boards of directors of such companies must keep their bylaws up to date so that they remain useful while pursuing their primary purpose. In this article, we’ll talk about how to change bylaws for a nonprofit and what it takes to complete this process.

What are the bylaws for a nonprofit organization?

A bylaw is a legal document that details the rules for your nonprofit’s board of directors. It describes the size of your board and how it works, the roles and responsibilities of each board member, the rules for the meeting process, the regularity of meetings, the terms of office for members, their election and dismissal, and more.

Over time, these rules may become outdated and no longer meet the needs of modern business, and in such cases, the board will amend and approve an amendment to its bylaws.

Common Areas to Review for Amendment to Bylaws

Bylaws can change not only once a year, but also when there is a need to do so, namely, there are significant changes in the board. One such example might be a merger with another organization or a move to another facility. Below, we’ve highlighted the main reasons why the board would need to review its bylaws and make changes:

  • An expansion of the board of directors due to the growth of the organization
  • Changes in the length of the directors’ tenure
  • Addition of another director position
  • Changes in quorum requirements, i.e., the number of directors who may be present at a meeting when it is possible to vote
  • Changes in the deadlines for giving notice of meetings
  • Introduction of new ways to conduct meetings using advanced technology (e.g., whiteboard portals) that provide for fully digital or hybrid meetings
  • Modification of the membership fees and eligibility rules
  • Creation of new board types, such as executive or advisory boards
  • Modification of voting methods and rules for boards.

This is not the whole list of possible reasons to change the articles of association, each company may have its unique case and the board of directors makes this decision at its discretion.

How to write an amendment to change a nonprofit’s bylaws

For every nonprofit organization, something comes up for the first time. In such cases, you’re better off turning the initiative over to a board member who has had experience with similar processes. If this is your first charter amendment, you can follow these guidelines:

  • Inquire about the exact demands for a charter modification of your nonprofit organization from your county nonprofit agency. You may have to use a formal format to make these changes
  • Consider your moves and their consequences upfront. Try to analyze how the charter modification you adopt will affect the board meeting process, perhaps the amendment will entail adding rule to make the board fully operational
  • Consider your existing bylaws carefully and make sure that the rule you want to change will not be challenged in court for any reason
  • Form your proposal for a bylaw change to present to the rest of the board
  • Hire help from a lawyer to draft the new bylaws to rule competently
  • It would be helpful to create a presentation that can fully convey your idea for the amendment and explain its purpose. The more information your colleagues have, the more informed a vote they can take