April 24, 2019

CEO Update Quotes George Constantine on Processes for Amending an Association's Bylaws

2 min

On March 1, 2019, George Constantine was quoted in CEO Update regarding the recommended processes for amending an association's bylaws. According to the article, people who have been through the process say that to be successful, you should bring in a lawyer early on.

"Very often what you'll see is an association will go through a bylaws review through some sort of a task force or committee and say, 'Take a look. Let us know how you want to change it,'" Constantine said. "And they may get pretty far down the line of recommending changes that ultimately are contrary to the articles of incorporation of the organization."

Constantine also recommended regular reviews of existing bylaws. It isn't uncommon for associations to evolve while their foundation documents remain frozen, with groups over time adopting practices that may not be in line with what is explicitly spelled out in bylaws. For example, he pointed to the recent trend of professional societies updating the code of ethics for members in response to broader concerns about sexual harassment and other misconduct.

"Removing a member or disciplining a member a lot of times may be too inflexible or too difficult to manage on a practical basis," he said. "So it's important to know that if you've gone down the path of a particular activity, you've got the blessing of the bylaws to do so, and if not, this is a great time to perfect that and clean that up."