When was the last time you reviewed your organization's bylaws or articles of incorporation? Do you know where they are? Is your organization guilty of letting dust gather on these crucial documents? Often, mention of either one is associated with a negative situation like noncompliance or inappropriate behavior. Perhaps as a Board or staff member, you could view your articles and bylaws in a more positive light. Each one has an important purpose, can aid decision-making, and improve operations for your organization. Your articles and bylaws are invaluable tools! Articles of incorporation are a nonprofit's organizing document. They create the organization under state law. Startup nonprofits must file their articles with the state where they seek incorporation. Any changes or revisions must also be filed. Articles serve the purpose of defining the basic parameters of the organization: name, purpose, number of Board members, and whether the organization has members. They can also offer Board members some protection against liability. Bylaws on the other hand are an organization's operating manual. They are the rules by which a nonprofit is governed. Bylaws outline the duties and powers of the Board members and officers. They provide procedures for governance issues including the election, appointment, and removal of Board members and officers; filling vacant Board positions; creating committees; determining notice, time, and location of the annual meeting; changing the bylaws; and dissolving the organization. Bylaws outline Board member terms and term limits as well as establish the number required for quorum in official decision-making. If an organization has members, the bylaws also outline whether they have voting rights and provide for procedures in establishing member dues. A quick review of your articles and bylaws eliminates procedural guesswork when electing new Board members. New Board members should be introduced to the basics by providing them a current copy of both the articles and the bylaws. "Mission-drift" can be minimized by referencing articles before deciding to launch a major new initiative. Overly assertive or non-participatory Board members can be kept in check with adherence to your bylaws. But, what if your articles or bylaws are convoluted, confusing, or outdated? There are two choices:
- Change the structure of your organization to comply with your guiding documents.
- Change your guiding documents.
If you opt to make changes to your articles and bylaws remember these key points:
- Decide if the issue could be addressed by Board operating policy
- Adhere to procedures established in the current document to make changes
- Adhere to procedures established in the current document to make changes
- Adhere to procedures established in the current document to make changes
- Adhere to procedures established in the current document to make changes
Articles and bylaws are essential to building and maintaining a strong foundation for your organization. The Board should review your articles and bylaws, as well as your guiding documents, every couple of years to determine whether changes are needed and as a helpful reminder of your organization's original purpose and operating procedures. |