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HPBA Members Approved Revised Bylaws and Articles of Incorporation 

Recently, members of the Hearth, Patio & Barbecue Association (HPBA) approved key revisions to the association’s Bylaws and Articles of Incorporation. The updates, shaped by years of thoughtful review and collaboration, reflect the association’s commitment to modernizing its structure and preparing for future growth. 

A Modernized Foundation for HPBA 

Originally drafted in the 1980s, HPBA’s governing documents were overdue for a comprehensive review. Over the past two years, HPBA’s Governance Committee, led by Governance Committee Chair Pete Anderson, spearheaded a complete overhaul, rather than a simple series of updates. The goal in the overhaul was to align the association’s Bylaws with current Washington, D.C. nonprofit law, simplify procedural language and provide HPBA with more flexibility for the future. 

A Transparent and Inclusive Process 

The Board of Directors unanimously approved the proposed changes in October 2024. Ahead of the membership vote, the association held two membership town halls—in January and February 2025—to answer questions and review the updates.  

Key Changes to the Articles of Incorporation 

Two major changes were approved in the Articles of Incorporation: 

1. Membership Classes Flexibility 

Under the revised language, membership classes are no longer defined in the Articles and need not be specifically defined in the Bylaws. This change allows HPBA to adapt more swiftly to the changing business environment and member needs. 

2. Voting Rights Adjustment 

The amendment moves the authority to define member voting rights to the Bylaws or the Board of Directors.  

Comprehensive Bylaws Revisions 

Beyond the Articles, significant updates to the Bylaws were also approved. Key highlights include: 

  • Conformance with Changes in D.C. Law: Updates give HPBA increased flexibility under applicable D.C. nonprofit law, including facilitating virtual meetings and electronic voting. 
  • Simplified Structure: Operational and procedural details were removed from the Bylaws, making those matters easier to update through policies and Board actions. 
  • Governance Improvements: New provisions clarify how directors can be removed, outline resignation processes, and update term limits for leadership roles. 
  • Enhanced Membership Management: Changes provide flexibility to adjust membership categories and processes without constant Bylaw amendments. 
  • Updated Indemnification: Officers and directors are now fully indemnified, protecting them against liability in connection with their volunteer service, provided that they meet their fiduciary obligations to the association. 

Looking Ahead 

With these revisions officially in place, HPBA is now equipped with a more agile and responsive governance structure—one that supports growth, embraces change, and strengthens its ability to serve members across the hearth, barbecue, and outdoor living industries. This milestone reflects HPBA’s commitment to transparency, inclusivity, and long-term sustainability. 

Members can view the updated documents, including a side-by-side comparison with color-coded changes, at the links below: 

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