The articles of association establish a non-profit’s board, officers, and procedures. They should be clear and concise, address required information, and allow for flexibility. Regular review and updates are necessary to reflect the organization’s growth and changes.
The articles of association consist of the rules and procedures used by any organization to establish its board of directors, its officers and members and to conduct its operational and administrative activities. The person or committee responsible for drafting the nonprofit charter should be familiar with all government requirements for the document, as well as the organization’s general goals and needs. When writing nonprofit bylaws, they should address all required information, provide a clear structure for running the organization, and be as clear and brief as possible.
The non-profit charter should include the rules and procedures for establishing a board of directors. This includes the frequency and process for electing or appointing board members, as well as the length of their terms and the number of successive terms they may serve. The bylaws should contain information on how board meetings will be conducted, as well as the minimum number of members required to participate in a voting quorum. The procedures for removing a member of the board of directors, where necessary, should be clearly set out in the articles of association. A statement describing the limits of liability for board members is also a good idea.
Officer elections should also be factored into the charter. The non-profit organization will identify which officers are needed to effectively conduct business, then set the rules for electing the officers and the length of their terms. The duties, responsibilities and authority of each officer should be broadly but clearly defined. Also, it’s a good idea to include a statement as to which members or assistants will have the authority to speak when an officer is temporarily away.
The organization should decide whether or not it will have a voting membership. If the general membership is given the power to vote on certain issues, the bylaws should address the procedures for this vote. Typically, this includes a definition of who a member is, the member’s individual rights as part of the organization, and the process for holding meetings and voting on issues.
While it is essential to comply with all applicable nonprofit statute regulations, they should be kept as brief as possible and broad enough to allow the organization some flexibility. For example, instead of saying that the board will meet at 6:00 pm on the third Tuesday of each month, a more flexible statement is that the board will meet at regular intervals, but at least once a quarter. This allows the organization some flexibility to change meeting days and times as needed, yet remain within its bylaws. This is just one possible example; the concepts of brevity and flexibility should generally apply where possible.
Once the bylaws have been drafted, approved by the board, and submitted to the appropriate government authorities, they should be reviewed on a regular basis, perhaps every 3-5 years. A non-profit organization, throughout its life, may change direction and focus as the needs of its members change. Local and state laws regarding nonprofit statutes may also change from time to time. Bylaws should reflect and support the overall purpose of the organization and should be amended and revised periodically as the nonprofit grows and matures. It’s also a good idea to have substantial bylaws made by an experienced attorney to ensure compliance with all applicable laws.
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