No matter how good a job you've done creating your bylaws, sooner or later you'll need to change something. Robert's Rules encourages creating bylaws that can't be too easily amended, but amending them isn't so difficult that you can't consider and make changes within a reasonable time when necessary.
In amending a previously adopted bylaw, make sure that the rights of all members continue to be protected. The surest way to provide this protection is to prevent bylaws from being changed without first giving every member an opportunity to weigh in on a change. And bylaws should never be changed as long as a minority greater than one-third disagrees with the proposal.
Always specify in your bylaws the exact requirements for their amendment. According to Robert's Rules, you should, at the very least, require a two-thirds vote and previous notice to make any change at all in your bylaws.
Amending bylaws essentially changes the contract you've made with your fellow members about how your organization operates, so you need to be really technical and precise. The proper notice for a bylaw amendment contains three fundamental components:
Additionally, the notice should include the proposers' names and their rationale for offering the amendment. It may also include other information such as whether a committee or board endorses or opposes the amendment.
When the time comes to deal with the amendment on the floor, you're handling a special application of the motion to Amend Something Previously Adopted. The bylaw amendment is subject to all the rules for that motion except for the following:
Even though other amendments addressing the same issue have to be considered if proper notice has been given, you can't get around the possibility that after you adopt a particular bylaw amendment, other proposals may become moot because any change in the bylaws may make a yet-to-be-considered amendment impossible to enact.
When you're amending parts of your bylaws, you propose the amendment as a main motion and specify one of the same processes you would for any amendment. The processes of the motion to amend are
A revision to bylaws is an extensive rewrite that often makes fundamental changes in the structure of the organization. By considering a revision of your bylaws, you're proposing to substitute a new set of bylaws for the existing ones. Therefore, the rules regarding scope of notice that limit primary and secondary amendments don't apply. Your group is free to amend anything in the proposed revision before it's adopted, as if the bylaws were being considered and adopted for the first time.
Bylaw amendments (requiring a two-thirds vote) are handled as a rising vote unless the amendments are adopted by unanimous consent. However, because of the importance of bylaws and the impact of their amendment, unless the vote is practically unanimous, the best and fairest procedure is to count the vote and record the result in the minutes.
