Leadership Letter
July 2025
ASK COUNSELOR TARA
ASCE’s General Counsel Tara Hoke clarifies legal questions facing sections and branches here each month. Ask Tara your question.
What is the approval process for governing document amendments?
With ASCE members approving a constitutional amendment to consolidate ASCE’s affiliate and association membership into a single member grade, now is a good opportunity to review the process for approval of governing document amendments. While specific requirements for each entity can be found in their current governing documents, the following is a general summary of the approval process:
Geographic regions: Amendments to Geographic Region bylaws typically require two readings and a 2/3 vote of the Region Board. Per the Society’s bylaws, no amendment to region documents can take effect until reviewed by the Society’s Governing Documents Committee (GDC) and approved by the ASCE Board of Direction.
Institutes: Institute bylaws also commonly require a 2/3 vote, with notice of the proposed amendment at a prior meeting. The Society’s bylaws also require approval of Institute bylaws changes by the ASCE Board of Direction, following review by the GDC.
Sections: Unlike other entities, there is a great deal of variation among sections on the process for approving section constitutions and bylaws, ranging from a simple vote of the board to a ballot vote by the full section membership. In all cases involving a section, however, amendments must also be approved by the Governing Documents Committee.
Multi-Region Younger Member Councils: Approval by the Governing Documents Committee of a proposed amendment is required. The current template for younger member council requires a 2/3 vote at a council meeting with 30 days advance notice of the proposed language.
Branches, Younger Member Groups, Institute Chapters: For all entities that report up to an ASCE Section, approval by the section board of directors is required.
Anyone seeking governance changes for an entity not listed here, or with any other questions related to the process, may contact ASCE’s legal department or Board Operations.