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Amendment or Repeal of Constitution or Bylaws

The power to enact by-laws is inherent in every corporation as an incident of its existence.  This power is a continuous one.  Associations and corporations have the right to change their by-laws when :

  • the welfare of the corporation or association requires it, and
  • it is not forbidden by the organic law.

The power which enacts may alter or repeal.  The duly chosen and authorized representatives of the members alone are vested with the power of determining when a change is demanded.  Moreover, the courts cannot interfere with their discretion.[i]

The constitution and by-laws of a voluntary association become a part of the contract entered into by a member when he/she joined such association.  Likewise, any duly adopted additions or amendments to such constitution and bylaws are equally as binding on the members.[ii]

Under the reserved power to amend laws, an association or corporation may so amend its laws as to bind its members and affect their pre-existing contracts, whether the power be reserved in the constitution and laws or in its contracts with its members.  However, the amendment should be reasonable and should not impair vested rights or alter previous contracts with its members.[iii]  Furthermore, the amendments must be adopted in accordance with the mode prescribed therefor.[iv]

[i] Quinn v. Kenton & Campbell Benevolent Burial Ass’n, 221 Ky. 750 (Ky. 1927)

[ii] Schwankert v. New Jersey State Patrolmen’s Benevolent Asso., 77 N.J. Super. 224 (Law Div. 1962)

[iii] Newman v. Supreme Lodge, K. of P., 110 Miss. 371 (Miss. 1915)

[iv] State ex rel. Rowland v. Seattle Baseball Ass’n, 61 Wash. 79 (Wash. 1910)

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