| BY- LAWS OR BYE LAWS The spellings of both terms ‘by-laws’ and ‘bye-laws’ are correct, and both are widely accepted and used worldwide. They essentially mean the same – rules of procedure made by an organization for the regulation, administration or management of its organizational structure and operational activities. They usually deal with matters of internal regulation, and are binding on all persons within the organization. While we accept both spellings, for the sake of consistency, GDRC uses ‘bye-laws’ in the NGO Cafe. |
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BY LAWS FOR DIFFERENT COUNTRIES
concrete set of bye-laws form the core of an NGO’s identity and structure. Bye-Laws are called by different names in different countries, including “Articles of Association”, “Statutes”, “Articles of Incorporation”, “Constitution” etc.
Having a clear set of bye-laws not only provides clarity to an NGO’s structure and functioning, but also provides a basis for trustworthy relationships with other organizations and entities, and helps in building the NGO’s identity and credibility.
In many countries, developing and adopting a set of bye-laws (and taking action on the issues stipulated in the bye-laws) is a critical pre-requisite for its official registration with local authorities.
The table below provides a standard list of articles and their content that can be selected from, and adopted by, a new NGO.
Note that this set is not targeted at any particular country or type of NGO, and is provided as an indicator only. It is also in no way complete. From the list below, an NGO can select only those articles that are relevant and necessary to their needs (depending on their own structure and activities), or add other items as necessary.
Specific countries may have their own stipulations for the contents of the bye-laws, and these will have to be referred to and satisfied, before the bye-laws are drawn and adopted. As mentioned in Articles 47-49, the bye-laws can also be changed or modified as the need arises.
| How to use this document: Check local laws on NGOs or related types of organizations to see if bye-laws are needed for registration (most countries and international organizations such as the United Nations do require an NGO to have a declrared set of bye-laws adopted by its board). If possible, review the bye-laws of similar local NGOs. Many times, NGOs are required to make their bye-laws public. This is a good opportunity to study them. Go through the list below and identify which articles are needed and relevant. Not all are needed or relevant to the type of NGO being set up. There may also be other necessary items that are not listed here. Fill in the content for each article by answering the questions listed and matching them with your own organizational plans for the NGO. Consult your NGO board and staff members for comments, suggestions, and endorsements. Publicize the bye-laws to obtain further comments and buy-in. Use the bye-laws for registration of your NGO. Regularly review the bye-laws (and modify, if needed) every year or two. These items can be part of a bye-law article themselves. |
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THE INTERNAL STRUCTURE/CONSTITUTION OF AN NGO
Suggestions and additions/expansions to this list are welcome!
| Article content | |
| Article 1: Preamble | What are the bye-laws about? What will it contain? |
| Article 2: Name, acronym, and logo | What is the name of the NGO? What is its official acronym? If available, what does its logo design look like? |
| Article 3: Legal Status and Applicable Laws | Under what local and national laws is the NGO set up? Does it have official consultative status with the UN, or is it UN-accredited? Is it a member of any national, regional, or international network/assistance/initiative? |
| Article 4: Sphere of activities | What activities will the NGO undertake? What will be its spheres (or categories) of activities? |
| Article 5: Location and Duration | Where is the registered office of the NGO located? What is its postal address? How long will the NGO be set up for-that is, is it for a limited period only, or is it unlimited? |
| Article 6: Aims, Visions, and Mission | What are the aims of the NGO? Have goals and objectives been developed? What is its vision statement? What will be the mission of the NGO, and who will be its target beneficiaries? |
| Membership. | |
| Article 7: Membership | Does the NGO have members? What is the membership structure of the NGO? |
| Article 8, Qualification | What are the qualifications of the NGO’s members? Why are such qualifications needed? |
| Article 9: Admission | How will members be invited and admitted to the NGO? What is the procedure? |
| Article 10: Responsibility | What will be the expectations and duties and responsibilities of the NGO members? |
| Article 11: Consensus-Building | How will consensus building be achieved among the members? How will decisions be taken on the NGO’s activities? What are the procedures? |
| Article 12: Resignation | What are the procedures for a member to resign from the NGO’s membership? Whom should it be addressed to, and how is it accepted and processed? |
| Article 13: Expulsion or Suspension | Under what circumstances can a member be expelled or suspended from the NGO? Who will take the decision, and how will it be implemented? What avenues of redress will be available to the member? |
| Article 14: Organizational Structure | What is the organizational structure of the NGO? What will be the position of the staff members responsible for different aspects of the NGO’s programmes?GENERAL ASSEMBLYArticle |
| 15: Procedures | Will the NGO have a General Assembly? Why is it needed? Who can participate in the general assembly? Is there a proxy policy? How will the proceedings be reported to the general public? |
| Article 16: Scope: What | is the scope of the General Assembly? What will be the duties and responsibilities of the General Assembly? |
| Article 17: Decision-Making | How will the General Assembly decisions be taken? How and who can present proposals for decision-making and what is the procedure/process for taking decisions? |
| Article 18: Quorum | What will be the minimum quorum needed to call for a General Assembly, for the proceedings to take place, and for decisions to be taken? |
| BOARD OF DIRECTORSARTICLE | |
| 19: COMPOSITION | What will the board consist of? How many members will the board contain? What will their positions be? Which current working staff members will also be on the board of the NGO? |
| Article 20: Eligibility | Who will be eligible to become members of the NGO’s Board? What will their qualifications be? |
| Article 21: Selection and Appointment | How will potential individuals be identified and selected for the NGO’s board? How will the appointment be decided and implemented? |
| Article 22: Term of Office | How long will a member’s term of office be on the NGO’s Board? |
| Article 23: Vacancies | How will vacancies in the board’s membership be handled? How will the position be advertised and recommendations/applications processed? |
| Article 24: Duties and Functions of the Board | What will the duties and functions of the board be? What is the NGO’s expectation of a board member? |
| Article 25, Decision-making How | will decisions be taken in board meetings, like in the general assembly? What is the procedure and quorum for a decision to be accepted and implemented? |
| Article 26: Press statements | Who will prepare press statements to reflect the proceedings and functioning of a board meeting or NGO’s activities? How will the board’s acceptance of media/press statements be sought? |
| Article 27: Meetings. | What is the usual agenda for a board meeting? Who will call it, and how will the proceedings be handled? |
| Article 28: Quorum | What will be the minimum quorum needed to call for a board meeting, for the proceedings to take place, and for decisions to be taken? |
| Article 29: Resignation How will it be handled if | a board member wishes to resign from his/her position? What is the procedure? |
| Article 30: Removal | Under what circumstances can a board member be removed (either expelled or suspended) from the NGO’s board? What is the procedure, and who has the authority to initiate such a procedure? What process of redress will be available to the Board member? Supporting committees |
| Article 31: Running | What committees will be set up to support the functioning of the NGO? (e.g., funding, media, strategy, policy, project development, etc.). |
| Article 32: Aims and Responsibilities | Why will these committees be set up? What will be their main aims and responsibilities? |
| Election and Term of Office: Article 33 | How will the committees be set up? What is the procedure for the election or selection of committee members? What will be their term of office? |
| Article 34: Duties and Responsibilities | What function will the members of the committee perform? What will their duties and responsibilities be? Who will decide the duties and responsibilities and how can they be modified? Audition |
| Article 35: Annual Audit. | Will the administration and finances of the NGO be audited? What is the procedure for the audit? How will the findings of the audit be implemented? |
| STAFFING | |
| Article 36: Definition | How are staff members defined within the overall structure of the NGO’s organization? How are they different from other types of members (e.g., general assembly or board members)? |
| Article 37: Duties and roles of staff members | How many staff members will be working at the NGO (both full-time and part-time)? What will be their duties and roles within the overall functions and activities of the NGO? |
| Hiring and firing | How will staff members be hired? Under what circumstances will staff members be dismissed or suspended? Who is authorized to take such action? |
| Resources | |
| Article 39: Sources and uses | What is the nature of the (financial) resource needs of the NGO? What will be the primary sources of such resources (including private and personal sources)? |
| Initial Capital and Assets (Article 40) | What will the initial capital needs of the NGO be? What kinds of assets (financial and non-financial) will be needed to start the NGO? |
| Article 41: Funding Sources | What policy will be put in place by the NGO for fund raising? For what purposes will it be used, and who will be responsible? |
| OTHER CLAIMS | |
| Article 42: Liability | What are the applicable liabilities for the NGO? Under what circumstances are these liabilities applicable? What procedures are in place to activate these liabilities, and who is responsible for them? |
| Fiscal Year/Financial Year (Article 43) | What is the duration and starting month of the NGO’s fiscal/financial year? |
| Article 44: Applicable law and the Court | Under what applicable law and court will the NGO be constituted? How will disputes and other legal matters be handled? |
| Article 45: Dissolution | Under what circumstances can/will the NGO be dissolved? What is the procedure for dissolution? Who will be responsible for dissolving the NGO? |
| Article 46: Liquidation profit. | If profits are generated during the liquidation process of an NGO, how will they be disbursed? What procedures are in place to handle such matters? |
| About the Bye-Laws | |
| Article 47: Coming into force | When do the bye-laws come into force? What is the procedure for ensuring that the bye-laws are legally accepted and that all relevant/concerned parties are informed? |
| Article 48: Validity and extension of validity of bye-laws | What is the period of validity of the bye-laws? What is the procedure to extend the validity of the bye-laws? |
| Article 49: Article additions, modifications, and amendments | What is the procedure for additions, modifications, and amendments to be made to the articles in the bye-laws? Who is authorized to undertake the task? |
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