Can the Board of Directors change the bylaws without membership’s approval?

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If your board’s bylaws permit director approval of bylaw changes then it is not necessary to call a membership meeting for a vote. However, if director approval is not specifically permitted in the bylaws, a general membership meeting must be called and appropriate notice given, per the amendments section of the bylaws. NAR previously revised its model board bylaws to authorize approval of bylaw amendments by the Board of Directors (as opposed to a vote of the general membership) if the bylaw amendments are the result of a mandated NAR policy. If this provision has been adopted by your board and is incorporated in your bylaws, only Board of Directors approval is required.

Source: TAR

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