Boards often ask whether proposed Bylaw amendments must wait until the next annual meeting. Usually, they do not, so you may consider and approve amendments outside the annual meeting, so long as the governing documents and applicable laws do not require otherwise.
Here are the main options to consider.
Start With Your Governing Documents
Your Bylaws (and applicable statutes) control how and when amendments may be adopted, either:
- At the annual meeting,
- At a special meeting, or
- Without a meeting via written consent/ballots.
Some Bylaws limit votes to owners’ meetings. Others permit member approval without a meeting, provided the same voting threshold is met through written consent or written ballots.
Because requirements vary, start by confirming what your documents and state law require.
Option 1: Amending the Bylaws at the Annual Meeting
The annual meeting is the most familiar venue for Bylaw changes, and quorum may be easier because owners already plan to attend.
Pros:
- Built‑in attendance and awareness
- Familiar process
- Efficient for non‑controversial changes
Cons:
- Inflexible timing
- Crowded agenda can limit discussion
Tip: If you are not ready to vote, use the annual meeting to introduce the amendment, answer questions, and gauge support before scheduling a vote or sending ballots.
Option 2: Calling a Special Meeting to Consider Amendments
If a change cannot wait, your Bylaws may allow calling a special meeting dedicated to voting on amendments. Another advantage is you can have focused discussion on the amendments.
Be sure the notice clearly states the purpose of the special meeting; generally, business is limited to what is described in the notice.
Option 3: Amending the Bylaws Without a Meeting
Some associations may amend their Bylaws without a meeting using written consent or written ballots delivered to all eligible voters.
- Quorum at meetings is hard to achieve
- The approval threshold is higher than typical meeting attendance
- Owners prefer mail or electronic voting
Not every Association’s Bylaws allow this method, so confirm authorization in your documents and applicable statutes before proceeding.
Best Practice: The “Town Hall” Approach
Even if a vote may occur outside the annual meeting, consider holding a non‑voting town hall (informational session) first—especially for amendments that are complex or potentially controversial.
A town hall lets owners ask questions and share concerns before ballots are sent or a meeting vote is held. While not legally required, it can improve transparency, trust, and approval rates.
The Bottom Line
You typically do not have to wait until the annual meeting to amend your Bylaws—but you must follow the process in your governing documents and applicable law.
Before moving forward, confirm:
- Where amendments may be adopted (annual meeting, special meeting, or written process).
- The required approval percentage.
- Proper notice.
- A communication plan for owners, especially for major changes.
Handled thoughtfully, Bylaw amendments can keep your Association legally compliant, and responsive to the community’s needs. Kaman & Cusimano clients can contact our office to discuss the necessary steps for your community. If your association is not currently a Kaman and Cusimano client and is interested in learning more about our services and how we can help, please click the following link: Request for Proposal and type “Amending Bylaws” in the subject field.
