The Constitution is the foundation for building an organisation. It should contain all the key agreements made by members on how the organisation will work. In law it is called the “founding document” and it is legally binding on the executive and members of the organisation. It should tell you the following:
- Why the organisation exists, its purpose and objectives;
- Who the organisation’s key constituency and stakeholders are, who should benefit from its work;
- How the organisation intends to work, its broad principles and the basic structures for decision making and getting the work done as well dealing with the finances and assets of the organisation.
It is difficult to mention every single case in the Constitution. Thus, the Conference can accept different bye-laws when it is needed. These are rules of procedure made by an organisation for the regulation, administration or management of its organisational structure and operational activities.
They usually deal with matters of internal regulation, and are binding on all persons within the organisation.
Writing and gaining approval for a set of bye-laws takes thought, time, and the involvement of the organisation’s constituents. By-laws should be written with an emphasis on fair treatment and transparent governance. Bye-laws in fact make or break a CSO. We need to remember that everything a CSO does, internally and externally, are defined and laid out in the bye-laws.
Examples of Documents
|Algorithm, process||Description of functions||Position and values|
|Entering/exiting membership||Board regulations||Ecological policy|
|Hiring Secretary General||Staff regulations||Safeguarding policy|
|Creating Committees||Nomination Committee Terms of Reference||Child protection|
|Choosing participants for International events||Gender equality manifest|
- Conflicts of Interests Statement (Best practice document for more transparent governance)
- Child Protection and Safeguarding policy
- Whistleblowing Policy Best Practice for Strengthening Movements
- Environmental Policy Example
- Internal Communication Policy – Tips for efficient communication in NGOs
- Quality Standards for Programmes and Projects
- Templates for evaluation of Board and Staff
- Examples of docs for eqality and non-discrimination promotion
- Code of conduct
- Ethical Investment Policy
- Board Development Policy
- Standards for Member Organisations
Strategic and Operational Plans
This is a document defining the main direction of an organisation. This is a long term vision of the organisation. It doesn’t provide concrete activities, but it indicates the main focuses and goals for the next several years. Based on it an organisation develops the Operational or Annual Plan. It provides more details about outcomes, indicators, responsible people, timeline and often budget sources. You can read more about Strategic Planning here.
Taking Minutes forms an essential part of every meeting. Their purpose is firstly to record Decisions (Action Points), meaning, what actions have been decided upon, who is responsible and what the milestones and deadlines are. Secondly they record summaries of the discussions held at the meeting.
Minutes are required in order to:
- confirm any decisions made
- mark who is present and record any conflicts of interest
- record any agreed actions to be taken and time frames for them
- record who has been allocated for tasks or responsibilities
- prompt action from any relevant attendees
- provide details of the meeting to anyone unable to attend
- serve as a record of the meeting’s procedure and outcome
Best Practice from World Urban Network
Below you will see the description of key content of governing documents provided by the CEO of the World Urban Network Bob Gilbertson.
|YMCA World Urban Network|
WUN Outline for Governing Documents
Introduction: NGOs (Non-Governmental Organisations) and YMCAs across the world have documents that govern their organizations and establish their status with their government. The following offers an outline and suggested practices to consider as YMCAs review, revise, update and modernize these documents. Local requirements may vary.
Often these documents include an incorporating document and a governing document that are required to be consistent. The governing document includes more definitions and required processes.
The Incorporating Document
This Document often references the original incorporation date, the location of the organization even when it was over 100 years ago.
Article I: May list the original organizers and reference their successors as they form the political body of the organization (the Board).
Article II: States the legal name of the organization and the location/area it serves.
Article III: States the objective, mission and or purpose of the organization. Often there is reference to the tax code or charitable status the organization holds.
Article IV: There is a statement of perpetual succession by the original organizers and their successors.
Article V: This is a statement of intent regarding not being formed for profit and not to issue capital stock. Properties and funds of this organization will be used for the sole purpose of carrying out the organization’s objectives, mission and purpose. No member of the organization shall acquire or have any interest in any of its properties or funds. None of its funds or properties shall ever be diverted from the organization’s objectives, mission, purpose. Organization membership shall be limited to persons eligible under and selected in accordance with the provisions in the governing documents of the organization.
Article VI: The affairs of the organization shall be managed by the Board of Directors consisting of a defined number of members (minimum and maximum). The Governing Documents set periodic elections of Board Members as well as establishing who qualifies as members for voting and other processes as required.
Article VII: This Incorporating Document is valid and established as witnessed by qualified officers and Board members. Date, place and the signature of the Board President and Secretary.
Forward: This section includes objectives, mission, and purpose. It may also include organizational historical reference. The emphasis the organization’s charitable purpose and its governmental designated charitable status is important for clarity from the beginning of the document. Frequently a charity is defined as an organization that provides religious, housing, educational, health, or other like services especially services to the poor and or provides services that might otherwise be provided by government. The Charitable status is often in the form of a tax exemption is given in recognition of these benefits to the community.
Article I: Membership
This section defines organizational members who will vote for Board member and other major organizational issues, including changing of the Governing Document. Members in this sense act on behalf and for the benefit of the community.
Members could be all program participants, donors, and other designated people from the community. This is a democratic approach but can limit the organization’s ability to conduct business because of minimum quorum requirements. Many YMCA’s have defined their Board of Directors as their members to ease the burden of quorum requirements, voting and conducting business.
Members represent the community the YMCA is serving (age, sex, race and culture). This is consistent with the organization’s charitable purpose and a demonstration that there are no benefits going to Board Members. A challenge is how many Board Members provide good representation of the community without becoming too large to act effectively.
Members must act to achieve the organization objectives, mission, and purpose.
Article II: Meetings of the Organization
Section 1: The organization has an annual meeting to install officers, vote on Board Members and conduct other business as required.
Section 2: Special meetings of the Organization can be called by the Chair of the Board, or if absent the Vice Chair with sixty days’ notice. The Special Meetings allow for business normally conducted in Annual meeting to be conducted on an emergency basis, such as the replacement of a departing Board member.
Section 3: A 60-day announcement of the Annual Meeting or any Special Meeting requires notice of time and place and agenda of business items. It might also allow teleconferencing or mail in ballots on key issues.
Section 4: Notification of the requirement of a quorum, which in many places is 50% of the members. Check the local quorum requirements.
Article III: Board of Directors
Section 1: Qualifications This section is becoming irrelevant to many organizations. In some National Organizations this section would include the number of their members required to be members of their member organizations. Representation of the community served and alignment with the mission should continue to be a high priority.
Section 2: Number of Board Members a minimum number and not to exceed number. Example a minimum of 12 Board Members not to exceed 24 Board Members. The larger number is often encouraged to assist fundraising activities. The number of Board members should be determined so as to best serve the community and organizational mission.
Section 3: Term of office, the most common Board Member term of office is three years. Board classes can then be set with an equal number of members in each class. Example a 12-member Board of Directors would have three classes of four members each with elections every year selecting four Board Members. Term-limits is a source of debate. The academic answer is to have term-limits such as three year terms and no Board member shall serve more than three terms, nine years. Exceptions may be extended to those serving as officers during their officer terms.
Section 4: Election of Board Directors,
a. Nomination of Board candidates, A nominating committee is a standing year-round committee searching for the best candidates to serve on the Board. There should always be a list of qualified candidates with special attention given to diversity of sex, race, culture and skills for the benefit of the organization. Candidates will be interviewed to improve the Committee’s knowledge of the candidate as well as prepare the candidate for the responsibilities of Board membership. The Nomination Committee should be made up of knowledgeable community leaders who know the highest potential candidate group. In time for the sixty-day announcement the Nominating Committee will have a slate of new Board members for the meeting notice.
b. The election of Board members will take place at the Annual Meeting or at a Special Meeting after their names have been submitted in the meeting notice (60 days prior). Only the Board will vote on its members.
Section 5: Meetings of the Board of Directors, the Board of Directors will meet no less than six times per year. Special Meetings may also be called as previously stated. The meeting schedule will be set for the next year sixty days prior to January 1st.
Section 6: Executive Committee will be made up of the officers of the Organization as well as the immediate past chair of the Board of Directors. The executive committee will act on behalf of the Board when designated to do so between Board meetings. Emergency situations may arise when it is necessary for the Executive Committee to act on behalf of the Board. In these rare situations, it is incumbent on the Executive Committee to communicate thoroughly with all Board members during and throughout the emergency and decision-making process.
Section 6: Powers of the Board of Directors
a. Make rules, regulations and bylaws for its own governance and the governance of the organization in alignment with the organization’s objectives, mission and purpose.
b. Appoint, control and remove as necessary Board members, officers. Hire or remove the paid President of the organization as well as to set salary, duties and annual performance objectives.
c. Act as the fiduciary for the Organization related to collection and expenditure of funds. Approve an annual budget.
d. Adopt a corporate seal for official use by the Organization.
e. Establish, organize or disband internal affiliate organizations (branches, committees, programs, etc) based on the value to the Organization’s objectives, mission and purpose.
f. Veto any act by an affiliate organization that violates the Organization’s objectives, mission and purpose.
g. Develop a clear understanding between the President and the Board on duties to ensure that the Organization is properly administrated, manages resources, treats personnel fairly and advances on objectives, mission and purpose. The Organization must meet all its obligations to government, contracts and the community while maintaining public trust.
h. The Board shall have control, supervision, direction, and power over assets, and policies of the Organization
i. The Board of Directors must approve any and all debt and/or obligations, unless employees are authorized to do so.
Section 8: Board Vacancies may be filled by appointment by the Chair and subsequent approval of the Board for unexpired term vacancies.
Article IV Officers of the Association
Section 1: The officers of the Organization will consist of a chair, vice chair, treasurer, and secretary. A Chair-elect may be either one of the current officers or may be added to the officers of the Organization. They will be elected to a two-year term. They may be elected to a second or third two-year term when the need arises.
Section 2: The salaried employee, President of the Organization will be considered a officer of the Organization.
Section 3: The Board will select its nominating committee each year in its first meeting in January, to serve for one year unless reselected.
Section 4: The Chair of the Organization will preside at all Board and executive committee meetings unless they designate a substitute. The Chair will carry out the duties of an officer of the Organization overseeing contracts, banking relationships, executing fiduciary transactions on behalf of the Organization.
Section 5: The Vice Chair will act as the chair in the absence of the chair and when designated by the chair to do so.
Section 6: The Treasurer is the lead fiduciary officer. They will maintain a relationship with Banks, auditor and insurance company. While also overseeing the operating finances, investment, contributed, government and capital funds. The Chief Financial Officer (a paid employee) will work closely with the Treasurer to maintain appropriate records and reports. The Treasurer will make reports to the Board on the financial status of the Organization at least four times per year, along with the audit report annually.
Section 7: The Secretary will guarantee that all Organizational required, business and meeting are recorded. This includes the Board of Directors and Executive Committee meetings as they represent Organizational action taken. The Secretary shall also attest by signature and the corporate seal to all deeds, conveyances, contracts and documents signed by the Chair.
Section 8: The Board of Directors may appoint substitutes or assistants to the Treasurer and or the Secretary as needed to conduct the business of the Organization.
Section 9: In the absence of the Secretary another Officer may act on the Secretary’s behalf with their signature and the use of the Corporate seal.
Article V: Committees:
Section 1: The Board of Directors may create and disband committees or task forces as it deems necessary in pursuit of the Organization’s objectives, mission and purpose. Committee chairs will be appointed by the chair and approved by the Board.
Section 2: Other action groups or task forces made up of Board members and community members may be formed to accomplish a specific task then disbanded upon the completion of the task. Examples are committees for fundraising and task forces for special events.
Section 3: There will be a standing Finance Committee chaired by the Treasurer or their designee. It will meet prior to each board meeting to be prepared to present the financial status of the Organization. It will also oversee insurance and risk management.
Section 4: The Nominating Committee will be selected annually and provide a slate of members for the Board as well as the slate of Officers for the Board. The Nominating Committee will consist of no less than four Board members and include the Chair and prior Chair.
Section 5: The Personnel Committee will oversee personnel functions, policy, and benefits of the employed staff. Fairness, and compliance with law will be reviewed annually. The committee will also review all situations when family members of Board members or employed staff are employed to avoid the conflicts and issues that can arise from nepotism.
Article VI: Indemnification
The Organization will always indemnification its former, present and future Directors and Officers or any person who may have served, is serving or will serve at its request as a director or officer. The Organization will purchase Directors’ and Officers Liability Insurance to protect Officers and Directors. Annually the Finance Committee will provide insurance coverage detail for the Board.
The Organization will have the authority to purchase annually liability insurance on behalf of officers, directors, volunteers and paid employees. This insurance must cover the potential liability of the program, administrative and all actions taken by the Organization.
Article VIII Conflict of Interest
The Organization will manage conflicts of interest that may arise by requiring Board Members and the employed President to declare any and all conflicts of interest. The Conflicted Party will not participate in Board discussion or vote on the issue where they have a conflict of interest. Conflicts include business interactions, family members and instances where there is benefit of any kind to a Board member, employed officer or their families.
Article IX Amendments to the Governance Document
The Governance Document can be amended at any regular Board meeting by a two-thirds affirmative vote. Notice for the amendment of the Governance Documents must be given 60 days prior to the meeting where they will be voted.
Prepared by Bob Gilbertson, CEO of the World Urban Network
The material is created within the project “Organic Governance and Quality Development” supported by Erasmus+, Key Action 2 programme.
Movement Strengthening in YMCA Europe is aimed at building the capacity of organisations in different spheres including governance, internal policies, quality standards and strategic planning.