An amendment proposal example for a set of bylaws has four working parts: a heading that names the article and section being changed, an optional WHEREAS preamble giving the background, a RESOLVED clause stating the exact text change, and a clean version of how the section will read once the amendment passes. Everything else on the page is context. Below is a complete sample, followed by the drafting choices behind it and the rules that decide whether a proposal is even eligible to be voted on.
A Complete Sample Proposal
The specifics here are fictional, but the format follows standard parliamentary practice.
PROPOSED AMENDMENT TO ARTICLE V, SECTION 3 — REGULAR MEETING SCHEDULE
Submitted by: Membership Committee
Date: March 1, 2026
WHEREAS, attendance at monthly general meetings has declined steadily over the past two years; and
WHEREAS, a member survey conducted in January 2026 indicated that a majority of respondents prefer a quarterly meeting schedule;
RESOLVED, That Article V, Section 3 of the Bylaws be amended by striking the words “once per month” and inserting “once per quarter” in their place, so that the section shall read:
“Section 3. Regular Meetings. The Association shall hold regular general meetings once per quarter at a time and place determined by the Board of Directors. The Board shall provide written notice of each meeting to all members no fewer than fourteen (14) days in advance.”
Three pieces are doing the real work: the RESOLVED clause spelling out the mechanical change, the full text of the section as it will read after adoption, and a heading precise enough that any member can find the affected language in seconds. The WHEREAS clauses are optional. Robert’s Rules of Order actually discourages using a preamble just for the sake of formality, so include one only when the reasoning would not be obvious to a member reading the proposal cold.
What to Check in Your Bylaws First
Before drafting a single word of new language, open the current bylaws and read the section you plan to change. Decide whether you are adding text, removing text, or swapping one phrase for another. That choice shapes how you word the resolving clause.
Then find the amendment procedure inside the bylaws themselves. Almost every set includes one. You are looking for three things:
- Who is authorized to propose an amendment — an individual member, a committee, the board, or some combination.
- How far in advance the proposal must be submitted before the meeting where it will be voted on.
- What vote threshold is required for adoption.
If the bylaws are silent on procedure and the organization follows Robert’s Rules of Order, the default is a two-thirds vote with previous notice, or a vote of the majority of the entire membership without prior notice. The two-thirds supermajority is the standard threshold for a bylaw amendment; some organizations set their own number, but two-thirds is by far the most common.
Some organizations also require a written justification with the proposal. Even when it is not required, a short rationale strengthens the submission and gives fellow members something to react to before the meeting.
The Parts of the Proposal
Heading and Identification
Start with a descriptive title that tells the reader exactly what part of the document is being changed, such as “Proposed Amendment to Article IV, Section 2 — Meeting Frequency.” Below the title, include the name of the person or committee submitting the proposal and the date of submission. If your rules require co-sponsors, list them.
Preamble
A preamble is a short background statement introduced by “WHEREAS.” One or two clauses explaining the problem is usually enough. Skip the preamble entirely when the reason for the change is self-evident.
Resolving Clause
The action section begins with the word “RESOLVED,” followed by “That,” and then a precise statement of the change. This is the operative part. Everything above it is context; everything after “RESOLVED, That” is what the organization will actually vote on. If a preamble is included, debate and amendment at the meeting address the resolving clause first, then the preamble if needed.
Wording the Change Itself
Precision here prevents fights later. Vague language gets interpreted in ways the proposer never intended, and by then the amendment is already in the bylaws.
Adding new text. Specify exactly where it goes: “Insert new Section 3.5, to read as follows:” and then provide the complete text. Write the new section as if it were already part of the document, using the same numbering style and defined terms that appear elsewhere in the bylaws.
Removing existing text. State what is being removed: “Strike Section 2.1 in its entirety” or “In Section 5.3, strike the words ‘and subject to board approval.'” Be specific enough that anyone reading the proposal can identify the exact words without guessing.
Substituting text. Combine the two actions: “Amend Section 4.2 by striking the word ‘annual’ and inserting ‘quarterly’ in its place.” This shows both the old and new language so members can compare at a glance.
Whichever method you use, read the final wording back inside the existing document. An amendment that reads fine on its own but produces an awkward sentence once plugged into the bylaws needs another pass.
Notice and Scope
Proper notice for a bylaw amendment should include three things: the proposed amendment with its exact wording, the current text of the section being changed, and a clean version of how the section will read if the amendment passes. Many organizations also include a brief rationale.
Your bylaws will specify both the submission deadline and the delivery method. Some organizations require proposals to be submitted to the secretary a set number of days before the next meeting; others tie the deadline to a scheduled convention. Missing the deadline means the proposal waits until the next eligible meeting. Delivery methods vary — email, physical copies, or an online portal — so check your governing documents rather than assuming.
One rule catches people off guard. Amendments made to your proposal on the floor cannot exceed the scope of the original notice. If you propose raising annual dues from $50 to $60, members at the meeting can amend the figure down to $55, because that falls within the range members were warned about. They cannot amend it up to $75, because no one received notice that a $75 increase was on the table. The rule protects absent members who read the notice and decided they did not need to attend. The one exception involves a full revision of the bylaws: when an organization undertakes a complete rewrite rather than a targeted amendment, the scope-of-notice limitation does not apply.
After the Vote
A bylaw amendment takes effect the moment it is adopted unless the proposal itself includes a proviso setting a different date. A proviso is a short clause attached to the amendment that delays its effective date or creates a transition rule. A proposal that changes board term lengths, for example, might include a proviso stating that the new terms apply only to directors elected after the next annual meeting, so current directors are not affected mid-term.
The secretary records the exact wording of the change in the meeting minutes along with the vote count, updates the master copy of the bylaws to incorporate the amendment, and notes the date of adoption. Republishing the updated bylaws and distributing them to all members prevents confusion about which version is current.
Extra Step for Tax-Exempt Organizations
Nonprofits with federal tax-exempt status have one more thing to handle. The IRS requires exempt organizations to report significant changes to their governing documents on Form 990, Part VI, Line 4, with the change described on Schedule O. A copy of the amended bylaws does not need to be attached unless the change involves the organization’s name.1Internal Revenue Service. Changes to Governing Documents
The IRS treats these as significant: amendments to the exempt purpose or mission, changes to the number or authority of voting board members, changes to how assets are distributed upon dissolution, and changes to the amendment process itself.2Internal Revenue Service. 2025 Instructions for Form 990 If your amendment touches any of these areas, tell whoever prepares the annual return.
Purpose and dissolution language deserve extra care. A 501(c)(3) organization must be organized and operated exclusively for exempt purposes, and its assets must be earmarked for exempt purposes upon dissolution.3Internal Revenue Service. Exemption Requirements – 501(c)(3) Organizations An amendment that weakens or removes that language could put the organization’s tax-exempt status at risk. Consult a tax professional before the vote, not after.
One Boundary: Bylaws Are Not Articles of Incorporation
The process above amends bylaws, which govern internal operations and generally do not require any state filing to change. Articles of incorporation are a separate document filed with the state, and amending them typically requires filing amended articles with the Secretary of State’s office, often for a fee. If the change involves something that appears in both documents, such as the organization’s name or stated purpose, you need to amend both. Doing only one creates an inconsistency that causes problems later, particularly for nonprofits whose governing documents must align with IRS requirements.