Keep in mind that many state nonprofit corporation acts do not allow directors to vote by proxy, and instead require a director to attend the meeting in-person or via telephone to be counted as present at the meeting for purposes of quorum and voting. Some state nonprofit corporation acts are very specific as to who can serve on a committee of the board and how such persons may be appointed.
It is important to note the required timeline at the beginning of the process, so that your organization does not go through the entire bylaw review process only to realize it will be another year before the required membership approval can be obtained due to failure to adhere to the minimum notice period. Focus on creating a bylaw amendment provision and process that is not overly difficult to execute and that is appropriate for the history, culture, and politics of your organization. Some nonprofits maintain a standing bylaws committee comprised of board members that can speak up at meetings when issues implicating the bylaws are discussed.This is an area where we commonly see bylaw provisions that are inconsistent with the governing state law.Nonprofits should closely review how members (if there are voting members) and directors are permitted to meet and vote under the relevant state law.Note that if your organization is governed or licensed by another state agency, such as a state department of education or department of banking, other state laws might provide additional mandatory bylaw provisions for your organization. It is important to take the time to carefully walk through all of the “what-if” scenarios to avoid holes in the bylaws. Populate your bylaw committee with an accurate cross-section of your organization.Use of a bylaw committee is one of the most common ways nonprofit organizations go about the bylaw review and amendment process.This requirement applies to those committees exercising the power of the board, such as an executive committee or an audit committee. For organizations with voting members, amendments to the bylaws will almost always require member approval (check the applicable nonprofit corporate statute for the specific requirements).