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Amendments: Writing Congregational Bylaws

All bylaws need to be amended from time to time. As congregations look at institutional structures and address ways to be more fully antiracist, anti-oppressive, and multicultural, the bylaws undoubtedly will be rewritten. Ideas and thoughts change, and new situations arise that need to be addressed in the bylaws.

Depending upon the laws of your jurisdiction, bylaws may be amended by the governing board. However, most state not-for-profit corporation laws provide that for membership-based organizations, the right of amendment is reserved to the membership at large. Also, legal statutes may require that the official call of the meeting include notice of any proposed amendments to the bylaws, their exact purpose, wording of the proposed change, or a combination of these requirements. Congregations must determine whether the board, the congregation, or both will amend the bylaws, and what majority will be required to do so.

Sample Provisions

Example 1: These bylaws, so far as allowed by law, may be amended or replaced at any meeting of the society by a two-thirds (2/3) vote of those present and voting. Notice of any proposed change shall be contained in the notice of the meeting.

Example 2: These bylaws may be amended at any Congregational meeting by a two-thirds (2/3) vote of the members of the Church eligible to vote at the meeting at which such matter is considered, provided, however, that the text of any proposed changes has been published in the newsletter and mailed to all members of record at least thirty (30) days prior to such meeting. The Steering Committee may submit to the congregation any proposed amendment which the Steering Committee has approved to such submission by a majority vote of its members. In addition, the Steering Committee shall submit to the Congregation any amendment received by the Board which shall have been proposed by a petition signed by at least ten percent (10%) of the members of the Church eligible to vote.

Example 3: Amendments to the Articles of Incorporation, or to these Bylaws, may be made at duly called Congregational Meetings, and voted upon, affirmatively, by at least two-thirds (2/3) of those present and voting. The content of such amendments shall be stated in the notice or call for the Congregational Meeting as prescribed in these bylaws.

Example 4: These bylaws, so far as allowed by law, may be amended or replaced at the annual or any special meeting of the Fellowship by a two-thirds vote of those present and voting, providing that a quorum is present at the meeting. Proposed changes shall be announced twenty-seven (27) days prior to the meeting and shall be contained in a written notice sent to the membership postmarked or hand delivered at least thirteen (13) days prior to the meeting.

Example 5: Amendments to these Bylaws may be proposed by the Board or by petition to the Board of at least fifteen percent (15%) of the Voting Members. All proposed amendment(s) shall be included in the Order of Business of the Congregational Meeting at which they are to be decided. The notice of any such meeting at which any such proposed amendment(s) shall be considered shall include a copy of the proposed amendment(s).

Example 6: These Bylaws may be amended by a majority vote of the members present at any meeting of the Association. The notice of such meeting shall state the proposed changes to be considered.

Example 7: These bylaws may be amended at any annual or special meeting of the corporation by a vote of three-fourths (3/4) of the voting members present at the meeting. Notice of the meeting, stating the purpose including the proposed amendment, shall be given as provided in these bylaws.

Example 8: Bylaws Review Commission. At least every decade, the Board will nominate and the Parish will elect a Bylaw Review Commission to review and update these bylaws. The proposed revisions will be presented by the Commission to a Parish meeting for approval or suggested modification within eighteen (18) months of the election of the Commission. The Commission will complete its work within two (2) years of election.

For more information contact growthresources@uua.org.

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Last updated on Thursday, February 7, 2013.

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