When is it Time for By-laws Changes?

Laws are typically understood as requirements or mandates imposed on one from a higher authority, usually governmental.  Charity by-laws are laws formally imposed on a charity by its members. They are kind of like family rules.  For example the "family" decides how and how often it will identify directors, what percentage of family members constitutes a quorum and how family members must be notified of family reunions; more commonly referred to as an AGM.

At some point the family made the rules and so the family gets to change the rules.  The rules should serve the family and not the other way around. So when the family discovers that some of the rules don't serve the family anymore, the family can collectively decide which rules need to be changed and what part of that rule needs to be changed.

When I am asked if I can help a charity revise its by-laws, the first thing I want to understand is the motivation for wanting to make changes. The reason is usually because the charity has discovered that its current by-laws do not effectively serve the charity. That discovery is often made by finding out that decisions have been made that were not consistent with the by-laws or wanting to move in a direction that the current by-laws do not allow.

If your organization is considering making by-laws changes, let me offer some encouragement:

Make sure your changes serve your charity and not the other way around. Find out how you want to function before you look at making any changes. Then make the changes to serve the structure.

Keep them very basic. Often requirements are placed in by-laws that handcuff the charity and remove legitimate flexibility.

Engage a lawyer with experience in charity law. By-laws are important enough that revisions should not be left with a board committee or a consultant. Important items can be missed or some implications may not be considered.

Finally, don’t be intimidated by the subject of by-laws. Your charity is in charge, so let your by-laws serve the charity.

By-laws changes do not need to be a huge hassle. Now you can breath easier.