I'm certainly no expert, but often the Board of Directors cannot ammend the bylaws. If that is true, it couldn't be done at a simple board meeting. Usually it takes a majority or supermajority (2/3rds) of the voting membership.  It sounds like your voting membership only attends the annual meeting in August.  That means it would have to be drafted and ready prior to the August meeting and voted upon at that time.  The drafted ammendment has to be pretty detailed to cover all possibilities.  It does take awhile.  I don't know if it could be ready in time.

 

If passed, since the full membership only meets once a year, the new rule/policy would not be ineffect until the next annual meeting, presumeably August 2010.  

 

It's my understanding that the BYLAWS have to be established and registered IF you're a 501C non-profit, tax-exempt organization/corporation.  I don't know that if you don't have finished bylaws, how you're actually operating if you are a tax-exempt organization.  Bylaws ARE a legal document and as has already been stated, require notice to all members of the organization (all of whom have voting rights though rarely if ever are they exercised) and CAN vote on anything at ANY meeting.  They even have rights to attend board meetings, they can comment, ask questions, make recommendations - though I don't think they have a vote there.  Yet they CAN offer some valuable bits of insight, advice and assistance as a regular member.  But technically the board represents the membership and are the "governing body" capable of making decisions of a financial and operational nature for the running of the theater.  But when it comes to points of law - which amending the bylaws constitutes, then notification must be sent to all paid members of the organization allowing for their input, opinion, debate and so forth BEFORE it can be passed by vote into the bylaws. OR it can be presented at an annual general membership meeting and voted on there - though that's only once a year and you may need and want to alter the by-laws in the interim - meaning you'd have to contact all members about changes in advance of doing it.  That is a process of time and quite a bit of paperwork if you only have one annual meeting where only a handful of people who are members but not board members, often come to see what's going on for the year.  RARELY if ever have we ever seen the full membership come to an annual meeting.

 

Anyway, once the bylaws are amended, then it's required that if you are a tax-exempt organization that the amended bylaws be registered with the state with the appropriate paperwork being filed with the proper agency in state government wherever they happen to be located.  I had to do this and fortunately since I work for the state, I merely had to walk across to the Capitol (I work in the Capitol Annex building) to accomplish this. HOWEVER if your organization still is not a tax-exempt organization then perhaps it's just a "rules of order" type thing and not a legal issue - though I still think it is regardless.  I may be wrong totally on this issue but I don't think so.  I even asked some of the staff lawyers around here (don't get me started on staff lawyers and their abilities or lack thereof to interpret statutes) and the concensus is that if you're organization IS organized whether tax-exempt or not, and you're operating as a public entity (a theater group for whatever reason - profitable or not) then you still have to file your Mission Statement and the By-Laws of the organization to operate in business.  AND any amendments or changes must be processed and kept on file with whatever agency handles these things within the framework of your particualr state's government.

 

Again I'm not an expert at all - I have asked, I have checked and these are the opinions and answers from a variety of sources and my own experience in dealing with this kind of thing before.  WE have onlyh ever amended our By-Laws once (not for me not wanting to do more) so this is what I had to do in order to replace the old with the new.  And while it's not expensive there are fees involved to be paid to register this stuff and hoops to jump through to get through it.  I mean after all - it's state government and you know what the G word means....RED TAPE and hassles getting things done. Think DMV Lite!! BUT it is still the same thing.

 

TonyDi