# How to Amend Booster Club Bylaws: Notice, Vote, and Records

> Step-by-step procedure for amending booster club bylaws: authority, drafting, notice, the vote, effective dates, updating records, and reporting to the IRS.

- URL: https://boosterclub.org/bylaws/amending-bylaws/
- Section: Bylaws
- Updated: 2026-10-08

Amending booster club bylaws means formally changing the adopted text by the procedure the bylaws themselves set, usually written notice to every voter followed by a two-thirds vote. The president or a bylaws committee leads the process, the secretary handles notice and records, and the treasurer reports significant changes to the Internal Revenue Service (IRS) on the next annual return.

Procedure matters more for bylaws than for any other vote. An amendment adopted without proper notice or without the required vote is open to challenge, and a club that operates under a defective amendment may find that its elections, budget, or removal votes are challenged too.

## Amendment or Revision

| | Amendment | Revision |
|---|---|---|
| What changes | Specific sections | The entire document is replaced |
| What the notice contains | The exact current text, the proposed text, and how the section will read | Notice that a complete new document will be presented, with a copy |
| Changes allowed at the meeting | Only within the scope of the notice | Any part of the document is open to amendment |
| If it fails | The current text stays | The current bylaws stay in force |

A club rewriting more than a few scattered sections should present a revision. Piecemeal amendments to a document that needs a full rewrite produce internal contradictions.

## Who Has Authority to Amend

1. **The amendment article in the bylaws.** It states who votes (members, the board, or both), the vote required, and the notice required. The club follows it exactly.
2. **State law for incorporated clubs.** Statutes may reserve some changes to members. In California, the board may amend bylaws unless the change would materially and adversely affect members' voting rights (Corporations Code section 5150). In New York, members may amend, and the board may unless the certificate of incorporation or member-adopted bylaws say otherwise (Not-for-Profit Corporation Law section 602). See [Booster Club Filing Requirements by State](https://boosterclub.org/states/).
3. **Robert's Rules when the bylaws are silent.** If the bylaws contain no amendment procedure, Robert's Rules of Order requires a two-thirds vote with previous notice, or, without notice, a vote of a majority of the entire membership.

The articles of incorporation are a separate document. Changing them requires a vote under state law and a filing with the state agency that holds them, and the fee and form vary by state. The IRS purpose and dissolution clauses in the articles should never be weakened. See [What Booster Club Bylaws Must Include](https://boosterclub.org/bylaws/required-provisions/).

## How to Amend the Bylaws, Step by Step

1. **Identify the problem.** Most amendments come from the [annual bylaws review](https://boosterclub.org/bylaws/bylaws-review-checklist/), a dispute the bylaws did not answer, or a change in state law or district policy.
2. **Appoint a bylaws committee.** Three to five members, including people with different views on the change, so objections surface before the meeting rather than during it.
3. **Check the limits.** Compare the proposal against the articles, the state statute, the district's booster policy, and the IRS clauses. A bylaw that conflicts with any of them has no effect.
4. **Draft in three columns.** For each change, show the current wording, the proposed amendment, and the section as it will read if adopted. Add a one-sentence reason.
5. **Get the board's recommendation.** In a membership-governed club, the board recommends and the members decide.
6. **Send notice.** Send the full text to every voter by the method and deadline the bylaws require. Count the days from the meeting date: with a 14-day notice requirement and a May 20 meeting, notice goes out no later than May 6. The secretary keeps a copy of the notice and the send date.
7. **Confirm quorum at the meeting.** Without a quorum, no vote on the amendment is valid.
8. **Move, debate, and amend within scope.** Changes made at the meeting may not exceed the scope of the notice. If the notice proposed raising annual dues from $20 to $30, the meeting may settle on $25, but not on $40.
9. **Vote and record the count.** A two-thirds vote means at least two-thirds of the votes cast: with 30 votes cast, 20 must be in favor. Abstentions do not count unless the bylaws require two-thirds "of members present," in which case an abstention has the same effect as a no vote. The secretary records the exact count.
10. **Note the effective date.** Under Robert's Rules, a bylaw amendment takes effect immediately on adoption unless the motion sets another time.
11. **Update the master copy.** Incorporate the change, add the amendment date to the certificate of adoption, and file the signed copy and the minutes in the permanent records.
12. **Distribute the new version.** Send it to every board member, post it where members can find it, and send it to the school or district if they keep a copy.
13. **Report to the IRS.** A club filing Form 990-EZ reports significant changes on Part V, line 34, and a club filing Form 990 reports them on Part VI, line 4, describing them on Schedule O. A club that files only Form 990-N has no line for this; IRS Publication 557 says any organization may report changes to the IRS Exempt Organizations Determinations office. See [Which Form 990 a Booster Club Files](https://boosterclub.org/taxes/form-990/).

## Effective Dates and Provisos

An amendment that changes officer terms, board size, or eligibility can disrupt officers already serving if it takes effect immediately. A proviso, a clause attached to the motion, sets a later effective date or a transition rule.

```text
MOTION WITH PROVISO
I move to amend Article V, Section 3, by striking "one-year terms" and
inserting "two-year terms," with the proviso that this amendment takes effect
for officers elected at the [year] annual meeting, and officers now serving
complete their current terms.
```

## Sample Notice of Proposed Amendment

```text
NOTICE OF PROPOSED BYLAW AMENDMENT
[Club Name] General Meeting, [date], [time], [location or video link]

The Board recommends the following amendment. Adoption requires a two-thirds
vote of members present and voting.

Article VI, Section 5 (Quorum)
Current:  A quorum is a majority of the members of the Club.
Proposed: Strike "a majority of the members of the Club" and insert "[ten]
          members, including at least [two] officers."
As amended it will read: A quorum is [ten] members, including at least
          [two] officers.
Reason:   The Club has not reached a majority of its members at any meeting
          in [number] years.

Questions may be sent to [Secretary name and email] before the meeting.
```

## Common Mistakes

- **Short or missing notice.** Officers schedule the vote before counting the days. The amendment is open to challenge, and so is anything done under it.
- **Changing the proposal on the floor beyond the notice.** Enthusiasm at the meeting stretches the amendment. Absent members had no warning, and the change is invalid.
- **Forgetting to update the master copy.** The amendment passes but lives only in the minutes. Two years later, nobody can say what the bylaws actually say.
- **Not reporting the change to the IRS.** Treasurers do not connect bylaw changes to the annual return. The return is incomplete, and the IRS file no longer matches how the club operates.
- **Amending the bylaws when the articles also need to change.** The club edits the bylaws and forgets the state filing. The two documents conflict, and the articles control.

## Checklist

### Before the meeting

- [ ] Read the amendment article and confirm who votes, the vote required, and the notice period (secretary)
- [ ] Check the proposal against the articles, state statute, district policy, and IRS clauses (bylaws committee)
- [ ] Draft each change in current, proposed, and as-amended form with a reason
- [ ] Obtain the board's recommendation
- [ ] Send notice with the full text by the deadline, and keep proof of the send date (secretary)

### At the meeting

- [ ] Confirm and record quorum
- [ ] Keep floor amendments within the scope of the notice (president)
- [ ] Take the vote and record the exact count in the minutes (secretary)

### After the meeting

- [ ] Update the master copy and the certificate of adoption (secretary)
- [ ] Distribute the amended bylaws to the board, members, and district if required
- [ ] File any required amendment to the articles with the state
- [ ] Report significant changes on the next Form 990-EZ or Form 990 (treasurer)

## Related Pages

- [Annual Bylaws Review Checklist](https://boosterclub.org/bylaws/bylaws-review-checklist/) is where most amendments start
- [Voting in Booster Club Meetings](https://boosterclub.org/meetings/voting/) explains majority and two-thirds votes in detail
- [How to Take Booster Club Meeting Minutes](https://boosterclub.org/meetings/minutes/) covers recording the amendment vote
- [Standing Rules vs Bylaws](https://boosterclub.org/bylaws/standing-rules/) explains changes that do not need an amendment
- [Which Form 990 a Booster Club Files](https://boosterclub.org/taxes/form-990/) covers the return that reports bylaw changes

---

*This page is general information for volunteer-run booster clubs. It is not legal,
tax, or accounting advice, and BoosterClub.org is not a law firm, accounting firm, or
government agency. Rules change and vary by state and district. Confirm current
requirements with the IRS, the relevant state agency, the school district, and a
qualified professional before acting. If a fact on this page is out of date, we want
to know.*

## Sources

1. California Legislative Information: https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=5150
2. New York State Senate: https://www.nysenate.gov/legislation/laws/NPC/602
3. IRS: https://www.irs.gov/publications/p557
4. IRS: https://www.irs.gov/instructions/i990ez
5. IRS: https://www.irs.gov/instructions/i990