CIRA’s Bylaw clearly states that changes to the Bylaw are initiated by the Board (section 17.01(a).
One exception, referred to in section 197(1) of the Canada Not-for-profit Corporations Act allows for a change only in the case of a Special Resolution of Members
However, in most cases, it is the Board who makes, amends or repeals any Bylaws that regulate the activities or affairs of the Corporation. The Board would then bring those changes to the membership to consider, review and approve.
The reason for this practice is that the board can conduct research of peer comparables and best practices to ensure a proposed bylaw consistent with best governance and industry practices. It is the responsibility of the Board to consider any Bylaw changes, including those recommended by the membership, to ensure they are in the best interests of the organization.
In short, Directors of an organization are bound by fiduciary duty; members are not.