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Our 501(c)(3) nonprofit corporation reviews its bylaws annually.  Prior to the proposed changes going to the membership, they are reviewed by the board of directors.  The board forwards all proposals to the membership with recommendations for or against. A rationale is always provided for the board’s recommendation. Recently a member told me that the board should forward all proposals without any recommendation.  Is this true?

I can’t imagine the value of reviewing and suggesting changes in bylaws every year. Bylaws should be relatively “timeless.” They should cover the basic rules of governance, should not be loaded down with a bunch of trivia, and should require changes only when there are significant changes in the operations of the organization. (See Ready Reference Page: "Bylaws Function as ‘Constitution’ of Nonprofit Corporations.” You can also participate in one of our quarterly webinars on bylaws or listen to a prior program through our bookstore.) It would be a lot more productive to spend your time trying to improve your program.

Having said that, however, when you do want to amend your bylaws, the procedures should be spelled out in your state nonprofit corporation law and your existing bylaws.  When amendments have to be approved by the members, the members should get prior notice, with the text of the proposed change(s) or a summary of their effect.  In many cases, the proposed amendment is initiated by the board and is recommended by it.  The recommendation is likely to carry more weight if the rationale is spelled out. If the change is initiated by a member, there is no reason why the board should remain silent.  Who, after all, has a broader perspective with which to evaluate the proposal? Presumably the members have enough intelligence to weigh the pros and cons and then make up their own minds, but that is harder to do if they don’t know what the pros and cons are.

10/20/2011