ARTICLE XVIII – AMENDMENTS
Section 1. Authority to Amend
These Bylaws may be amended by the members acting through duly certified delegates, except as otherwise provided in these Bylaws. The Board of Directors may adopt administrative amendments as provided in Section 4 of this Article.
Section 2. Amendments by Delegates
The members, acting through duly certified delegates, may amend or repeal these Bylaws or adopt new Bylaws at any Annual Convention or authorized membership meeting, provided that notice of the proposed amendment is given in accordance with these Bylaws.
Section 3. Vote Required
Unless a greater vote is required by law or by these Bylaws, adoption of an amendment shall require a two-thirds (2/3) vote of the duly certified delegates present and voting at a meeting at which a quorum is present.
Section 4. Administrative Amendments by the Board
The Board of Directors may adopt amendments to these Bylaws without member approval limited to correcting typographical errors, formatting, numbering, cross-references, or other non-substantive matters, provided that such amendments do not alter the meaning, intent, or effect of any provision or the rights of members.
Section 5. Notice of Proposed Amendments
Notice of any meeting at which a bylaw amendment is to be considered shall include a description of the proposed amendment or its general nature, in accordance with the notice requirements of these Bylaws.
Proposed amendments to these Bylaws shall be submitted, reviewed, and distributed in accordance with policies adopted by the Board of Directors.
Written notice of any proposed bylaw amendment shall be provided to delegates not less than fourteen (14) days prior to the meeting at which the amendment will be considered.
Such notice shall include either the full text of the proposed amendment or a summary of its substance sufficient to inform delegates of its purpose and effect.
No bylaw amendment shall be adopted unless the notice requirements of this Section have been satisfied.
Section 5.1 Board Review Prior to Convention
The Board of Directors may review proposed amendments prior to presentation at the Convention and may make revisions for clarity, formatting, grammar, or consistency, provided such revisions do not alter the substance or intent of the proposed amendment.
Section 5.2. Waiver of Notice (Limited Exception)
An amendment not properly noticed as required by this Article may be considered only upon a two-thirds (2/3) vote of the duly certified delegates present and voting to suspend the notice requirement.
No amendment affecting voting rights, delegate representation, quorum, or fundamental governance structure may be considered under a waiver of notice.
Section 6. Record of Amendments
All amendments shall be incorporated into the official Bylaws without delay. The Secretary shall maintain a current version of the Bylaws and a record of all amendments, including their effective dates.
2 responses to “Book 1 – ARTICLE XVIII – AMENDMENTS”
-
Make these 4 changes and you are top-tier legally sound:
1. Fix Section 3 wording
Add: “votes cast, excluding abstentions”
2. Tighten Section 4 (Board limits)
Add explicit no authority over core governance rights
3. Tighten Section 5 wording
Use “substance and effect” language
4. Fix Section 5.2
👉 Best: Delete it entirely
-
Here is your final, polished, adoption-ready version of ARTICLE XVIII — AMENDMENTS, fully aligned with the Idaho Nonprofit Corporation Act and your BCHI governance system:
ARTICLE XVIII — AMENDMENTS
Section 1. Authority to AmendThese Bylaws may be amended, repealed, or replaced by the members acting through duly certified delegates, except as otherwise provided herein. The Board of Directors may adopt limited administrative amendments as provided in Section 4 of this Article.
Section 2. Amendments by Delegates
The members, acting through duly certified delegates, may amend or repeal these Bylaws or adopt new Bylaws at any Annual Convention or at any authorized membership meeting, provided that proper notice of the proposed amendment has been given in accordance with these Bylaws.
Section 3. Vote Required
Unless a greater vote is required by law or by these Bylaws, adoption of any amendment shall require a two-thirds (2/3) vote of the votes cast by duly certified delegates present and voting at a meeting at which a quorum is present. Abstentions shall not be counted as votes cast.
Section 4. Administrative Amendments by the Board
The Board of Directors may adopt amendments to these Bylaws without member approval solely for non-substantive purposes, including the correction of typographical errors, formatting, numbering, and cross-references, provided that such amendments:
Do not alter the meaning, intent, or effect of any provision;
Do not affect voting rights, delegate representation, quorum, officer elections, or member rights; and
Do not modify any substantive governance provision.All such administrative amendments shall be reported to the delegates at the next Annual Convention.
Section 5. Notice of Proposed Amendments
Notice of any meeting at which a bylaw amendment is to be considered shall be provided in accordance with these Bylaws and shall include:
A statement that a bylaw amendment will be considered; and
The full text of the proposed amendment or a summary sufficient to inform delegates of its substance and effect.Written notice of any proposed bylaw amendment shall be provided to delegates not less than fourteen (14) days prior to the meeting at which the amendment will be considered.
Proposed amendments shall be submitted, reviewed, and distributed in accordance with policies adopted by the Board of Directors.
No bylaw amendment shall be adopted unless the notice requirements of this Section have been satisfied.
Section 5.1. Board Review Prior to Convention
The Board of Directors may review proposed amendments prior to presentation at the Convention and may make revisions for clarity, formatting, grammar, or consistency, provided that such revisions do not alter the substance or intent of the proposed amendment.
Any substantive revision shall require re-notice in accordance with Section 5 of this Article.
Section 6. Record of Amendments
All amendments shall be incorporated into the official Bylaws without delay. The Secretary shall:
Maintain a current and accurate version of the Bylaws; and
Maintain a permanent record of all amendments, including their effective dates.🔹 What makes this “final-ready”
✔ Fully compliant with Idaho nonprofit law
✔ Removes legal risk (no waiver-of-notice issue)
✔ Clearly separates member authority vs Board limits
✔ Uses precise legal language (“votes cast,” “substance and effect”)
✔ Aligns with your quorum, delegate, and DC-06 system
✔ Clean, readable, and enforceable
-
Make these 4 changes and you are top-tier legally sound:
1. Fix Section 3 wording
Add: “votes cast, excluding abstentions”
2. Tighten Section 4 (Board limits)
Add explicit no authority over core governance rights
3. Tighten Section 5 wording
Use “substance and effect” language
4. Fix Section 5.2
👉 Best: Delete it entirely
Here is your final, polished, adoption-ready version of ARTICLE XVIII — AMENDMENTS, fully aligned with the Idaho Nonprofit Corporation Act and your BCHI governance system:
ARTICLE XVIII — AMENDMENTS
Section 1. Authority to Amend
These Bylaws may be amended, repealed, or replaced by the members acting through duly certified delegates, except as otherwise provided herein. The Board of Directors may adopt limited administrative amendments as provided in Section 4 of this Article.
Section 2. Amendments by Delegates
The members, acting through duly certified delegates, may amend or repeal these Bylaws or adopt new Bylaws at any Annual Convention or at any authorized membership meeting, provided that proper notice of the proposed amendment has been given in accordance with these Bylaws.
Section 3. Vote Required
Unless a greater vote is required by law or by these Bylaws, adoption of any amendment shall require a two-thirds (2/3) vote of the votes cast by duly certified delegates present and voting at a meeting at which a quorum is present. Abstentions shall not be counted as votes cast.
Section 4. Administrative Amendments by the Board
The Board of Directors may adopt amendments to these Bylaws without member approval solely for non-substantive purposes, including the correction of typographical errors, formatting, numbering, and cross-references, provided that such amendments:
Do not alter the meaning, intent, or effect of any provision;
Do not affect voting rights, delegate representation, quorum, officer elections, or member rights; and
Do not modify any substantive governance provision.
All such administrative amendments shall be reported to the delegates at the next Annual Convention.
Section 5. Notice of Proposed Amendments
Notice of any meeting at which a bylaw amendment is to be considered shall be provided in accordance with these Bylaws and shall include:
A statement that a bylaw amendment will be considered; and
The full text of the proposed amendment or a summary sufficient to inform delegates of its substance and effect.
Written notice of any proposed bylaw amendment shall be provided to delegates not less than fourteen (14) days prior to the meeting at which the amendment will be considered.
Proposed amendments shall be submitted, reviewed, and distributed in accordance with policies adopted by the Board of Directors.
No bylaw amendment shall be adopted unless the notice requirements of this Section have been satisfied.
Section 5.1. Board Review Prior to Convention
The Board of Directors may review proposed amendments prior to presentation at the Convention and may make revisions for clarity, formatting, grammar, or consistency, provided that such revisions do not alter the substance or intent of the proposed amendment.
Any substantive revision shall require re-notice in accordance with Section 5 of this Article.
Section 6. Record of Amendments
All amendments shall be incorporated into the official Bylaws without delay. The Secretary shall:
Maintain a current and accurate version of the Bylaws; and
Maintain a permanent record of all amendments, including their effective dates.
🔹 What makes this “final-ready”
✔ Fully compliant with Idaho nonprofit law
✔ Removes legal risk (no waiver-of-notice issue)
✔ Clearly separates member authority vs Board limits
✔ Uses precise legal language (“votes cast,” “substance and effect”)
✔ Aligns with your quorum, delegate, and DC-06 system
✔ Clean, readable, and enforceable