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Resolutions of the board of directors approving an amendment to a California corporations bylaws. These resolutions are drafted as standard clauses to be inserted into board minutes or a unanimous written consent. This Standard Clause has integrated notes with important explanations and drafting tips.
General Robert states that if the constitution, bylaws, and rules of order that have been adopted contain no rule for their amendment, they may be amended at any regular business meeting by a vote of the majority of the entire membership.
Unlike an isolated amendment, a revision is a substitution of a new document. Notice of such revision is notice that a new document will be submitted for consideration that will be open to amendment as fully as if the organization was adopting bylaws for the first time.
Regular review of your current bylaws ensures that your organization and board of directors are acting in compliance with current federal and state laws and timely adapt to any changes.
There is also revision if the change alters the substantial entirety of the constitution, as when the change affects substantial provisions of the constitution. On the other hand, amendment broadly refers to a change that adds, reduces, or deletes without altering the basic principle involved.
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It encompasses two commonly used terms: A revision is a change in something that exists, such as increasing the number of participants. An amendment adds something new, such as a person who will obtain informed consent. Changing the Principal Investigator.
Members should understand that a revision completely replaces the current bylaws. If the revision is rejected, no changes occur. If members appreciate certain aspects of the revision but reject it, they can propose the liked sections as amendments to the existing bylaws.

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