How to Update Your Nonprofit Bylaws

This article is general information only and not legal advice. An attorney familiar with nonprofit law in your state should review any significant bylaw changes before they are adopted.

Picture this:

A Lions Club in the Midwest had bylaws last updated in 1994. The document required all dues to be paid by check, mailed to the treasurer. It also listed a minimum quorum of 40% of members — which meant that based on actual attendance, the club hadn't technically had a valid quorum at any meeting in eleven years. The secretary didn't notice until someone new joined and actually read the document front to back. Nobody had looked at it seriously in over a decade. The club had been making real decisions — spending money, electing officers, approving expenditures — at meetings that technically lacked the quorum their own bylaws required. That is an uncomfortable thing to discover.

Why Bylaws Drift Out of Date (and Why It Matters)

Bylaws get written once, filed away, and forgotten. That's how most small organizations handle them. For years — sometimes decades — that works fine, because nobody challenges anything. Then something changes. A dispute comes up. A grant application asks for your governing documents. A new member raises their hand and asks why the check requirement is still in there. Suddenly the document that everyone ignored becomes the thing the whole meeting is about.

The problem is not that bylaws change. Organizations grow, shrink, change how they collect dues, stop meeting at the same building, add officer roles, drop others. The problem is that the document often doesn't reflect any of it. A bylaw that says dues must be mailed by check doesn't just look outdated — it means that technically, members paying online or by Venmo are out of compliance. A quorum threshold that made sense for a 90-member club in 1994 becomes impossible to meet when the club has 22 members and half of them travel for work.

Outdated bylaws also create real governance risk. If someone challenges a decision, the written rules are what count — not the informal practice the club has followed for the last decade.

Who Has Authority to Amend Bylaws

Before you change anything, read your current bylaws. The amendment procedure is almost certainly in there — and it controls everything else in this process. The document tells you who can propose an amendment, what notice is required, and what vote threshold is needed to adopt it.

Most small nonprofit bylaws require:

A motion from the board or from a certain number of members in good standing
Advance notice to all members before any vote (the timing varies — 10 days, 30 days, or more)
A supermajority vote to approve changes — commonly two-thirds of members present at a meeting, sometimes two-thirds of all members in good standing

If your bylaws don't include an amendment procedure — which happens with very old governing documents — your state's nonprofit corporation law is the fallback. Most states have default rules for this situation. An attorney familiar with nonprofit law in your state can point you to the right section.

Do not assume the board alone can change the bylaws. In most small member-based organizations, bylaws require a membership vote to amend. A board vote is not sufficient unless the current bylaws specifically say otherwise.

How to Review Your Current Bylaws: What to Look For

Pull out the document and go through it section by section with fresh eyes. The goal is to identify anything that no longer matches how the organization actually operates.

Work through these questions as you read:

Does this provision reflect what we actually do today? Not what we used to do, not what we plan to do — what we do right now.
Are the officer titles accurate? If the document lists a "Recording Secretary" and a "Corresponding Secretary" but the organization has had a single secretary for 20 years, that's worth noting.
Do the meeting requirements make sense for our current membership size? A quorum of 40% sounds reasonable for 100 members. For 20 members, it's harder to hit. Some organizations have quietly lowered quorum thresholds; others have not.
Are there any references to a physical address, building, or location? Bylaws that specify the clubhouse address or reference a particular meeting location need updating if any of that has changed.
Do any provisions reference payment methods, communication methods, or technology in ways that no longer match current practice? Checks mailed to the treasurer is the most common one, but you'll also find things like notice "posted at the clubhouse" or "published in the newsletter" that haven't applied in years.

Make a list of every provision that raises a question. You don't need to resolve them all at once — just get them on paper so the board can discuss each one deliberately.

Common Outdated Provisions in Small Org Bylaws

These come up repeatedly in organizations that haven't touched their bylaws since before the internet was common:

Payment method requirements. "Dues shall be paid by check" was practical in 1990. It creates unnecessary friction today and puts members technically in violation when they pay online.
Quorum thresholds that no longer match the membership. A quorum set at 40% or 50% of members can make it genuinely impossible to hold a valid meeting if the active membership has dropped. This doesn't mean lower the bar arbitrarily — it means set a number that reflects the organization's actual participation while still requiring meaningful attendance.
Officer titles or positions that no longer exist. If the bylaws still reference a "Ways and Means Committee Chairman" that was dissolved in 2003, that language creates ambiguity about authority.
Specific building addresses. References to "our clubhouse at [address]" or "the meeting hall at [location]" become stale the moment an org moves or begins meeting somewhere else. Keep locations out of the bylaws entirely — meeting location is better handled by board policy, which is easier to update.
Outdated notice requirements. "Written notice mailed to the member's address" is fine in principle, but if the organization primarily communicates by email, clarifying that email constitutes proper notice saves arguments later.
Dues amounts written directly into the bylaws. This one creates significant friction — every dues increase requires a bylaws amendment. Better practice is to have the bylaws say dues are set annually by membership vote, with the actual amount kept in a separate policy document.

How to Propose an Amendment

The typical process for amending bylaws in a small nonprofit runs like this:

Draft the proposed change. Write out both the current language and the proposed replacement, side by side. This makes it easier for members to see exactly what is changing and what the new language will say.
Board review. Bring the draft to the board before it goes to the full membership. The board should agree the proposed language is correct and that the timing makes sense.
Formal notice to members. Send the proposed amendment to all members in good standing, along with the current language it would replace. Include notice of when and where the vote will happen. The specific notice period required is in your current bylaws — check it before you send anything.
Vote at an annual meeting or a special meeting called for that purpose. Most bylaws specify that amendments can only be adopted at the annual meeting or at a special meeting called specifically for the purpose of considering bylaw changes.
Record the vote. Note the vote count in the meeting minutes — yes votes, no votes, and abstentions. If the amendment required a two-thirds supermajority, record the vote count so it's clear the threshold was met.

If multiple amendments are being proposed at the same time, each one should be voted on separately unless the board has a specific reason to package them as a single amendment. Bundling unrelated changes increases the chance that members object to one piece and vote the whole package down.

What Notice Is Required Before a Bylaws Vote

This varies by organization — and the answer is in your current bylaws, not this article. The most common requirements are:

10-day written notice for small membership organizations with informal meetings
30-day written notice for more formal organizations or those that follow Robert's Rules
Notice at a prior meeting — some bylaws require that the proposed amendment be read at the meeting before the one where the vote will occur, giving members a natural 30-day window in most monthly meeting cycles

If your bylaws say "written notice," check whether they define what counts as written. If email is not explicitly included, you may need to mail paper notices until you amend the notice provision to clarify. That sounds circular, but it is the technically correct approach — or you can get a legal opinion that email constitutes written notice under your state's nonprofit statutes.

Do not assume members have received adequate notice just because you posted something on Facebook. Social media does not satisfy a formal written notice requirement unless your bylaws specifically say it does.

Documenting the Change

A bylaw amendment is not final until it is properly documented. The steps after a successful vote are as important as the vote itself.

Record the vote in the meeting minutes. Include the current language, the proposed language, who made the motion, who seconded, and the vote count. If the amendment required a supermajority, note that the threshold was met.
Prepare a written amendment. Draft a clean document that shows the amendment, the date it was adopted, and the vote count that adopted it. Have it signed by the president and the secretary.
Update the master copy. Incorporate the approved language into the main bylaws document so there is one clean, current version.
Keep the prior version on file. Do not destroy the old bylaws when you update them. Organizations sometimes need to refer back to what the rules said at a particular point in time — especially if a dispute arises over a decision made years earlier. Keep every prior version, labeled with the date it was superseded.

Whether to Consult a Lawyer

Most routine bylaw cleanup — updating quorum thresholds, removing outdated payment methods, correcting officer titles — does not require an attorney. If the board understands what is changing, the language is clear, and the procedure follows what the current bylaws require, a small org can handle it internally.

Situations where an attorney is worth it:

You are changing how the organization's assets are handled — especially provisions about what happens to assets if the organization dissolves
You are changing membership rights in a material way — such as removing a class of membership, changing voting rights, or altering dues structures in ways that affect some members differently than others
The amendment is being challenged or is likely to be challenged by current members
Your state has specific requirements for nonprofits that you are not certain your language satisfies — particularly around fiscal year, indemnification, and conflict of interest policies
You have not reviewed the bylaws in more than ten years and are doing a comprehensive rewrite rather than targeted amendments

An attorney who handles nonprofit law in your state can review the full document in a few hours and flag anything that creates legal exposure. For a comprehensive review, that cost is usually worth it. For changing a quorum threshold or removing a check payment requirement, probably not.

Keeping a Master Copy Somewhere Accessible

The most common bylaw problem is not that the document is outdated — it is that nobody can find it. The secretary who had it retired. It's in a folder on someone's laptop. The only copy is a scanned PDF in an email thread from 2009 that nobody can locate.

Every officer transition is a risk if document storage is tied to one person's email account or personal computer. The organization should have a copy of the current bylaws that is accessible to at least the president, secretary, and treasurer — not just one person.

Where to keep them:

A shared Google Drive or Dropbox folder that every officer has access to
A physical binder kept at the clubhouse or with the secretary, with a second copy somewhere else
Ideally, both — a digital copy and a physical backup

One thing worth considering: your bylaws, meeting minutes, and key documents should live somewhere the whole board can access — not just the current secretary's Gmail. Potluck gives your org a home base on the web. Free to start.

When there is a leadership transition, the outgoing secretary should make document handoff an explicit part of the process — not an afterthought.

Bylaws are the one document you hope you never need in a fight. Keep them current so they actually say what you do.

[Potluck gives your org a professional web presence — somewhere to point members and newcomers alike →]