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

Amendment or Revision

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.
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 incorporationArticles of incorporationThe document the founders file with the state agency that registers corporations to create a nonprofit corporation. It carries the IRS-required purpose and dissolution clauses; some states call it a certificate of incorporation or certificate of formation.All terms 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.

How to Amend the Bylaws, Step by Step

1. Identify the problem. Most amendments come from the annual bylaws review, 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 RulesRobert’s Rules of OrderRobert’s Rules of Order Newly Revised (RONR), the rulebook most booster club bylaws adopt for running meetings. It governs a club only if the bylaws adopt it, and state law and the bylaws come first.All terms, 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.

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 motionMotionA formal proposal that the club take an action or a position. Under Robert’s Rules of Order, a motion is the only way a board or membership meeting makes a decision.All terms, sets a later effective date or a transition rule.

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

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.