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A sample set of NGO By-Laws

Hari Srinivas

A concrete set of By-Laws form the core of an NGO's identity and structure. By-Laws are
called by different names in different countries, including "Articles of Association",
"Statutes", "Articles of Incorporation", "Constitution" etc.

Having a clear set of By-Laws not only provide clarity to an NGO's structure and
functioning, it also provides a basis for trustworthy relationships with other
organizations and entities, and in building the NGO's identity. In many countries,
developing and adopting a set of By-Laws (and taking action on the issues stipulated in
the By-Laws) is a critical pre-requisite for its official registration with local authorities.c

The table below provides a standard list of article, their content, and sample text, that
can be selected from, and adopted by, a new NGO.

Note that this set is not targeted at any particular country and is provided 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.

Specific countries may have their own stipulations for the contents of the By-Laws, and
these will have to be referred to and satisfied, before the By-Laws are drawn and
adopted. As mentioned in Articles 47-49, the By-Laws can also be changed or modified
as the need arises.

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Setting up an NGO's By-Laws

Hari Srinivas

By-laws are internal documents, a set of rules that enables each organization to conduct
its affairs. It is important they be written clearly and in language that is easily
understood by all organization stakeholders. This document is frequently necessary for
the registration of an NGO with national and public authorities.

Typical items addressed in the by-laws are:c

c Name and purpose of the NGO. The Purpose is usually a restatement of the
NGO's Mission Statement, but can contain additional details
c The frequency, notice, and quorum requirements for organizational meetings.
These can be internal or regular meeting of the NGO, or external meetings such
as those for the general public, with other stakeholders etc.
 c ooting qualifications, proxies, and procedures for approval of boards. This is
related to the governance structure of the NGO's board.
c The number and term for members of the board, scope of authority, method of
nomination and election to the board, and provision for filling vacancies.
c List of board officers, method of nomination and election, terms of office, powers,
duties, and succession.
c Membership and authority of committees or working groups. Many of an NGOs'
work is done through sub-committees or groups, and provisions need to be made
for such committees.
c Title and scope of authority for the executive director and other staff members
who are responsible for the day to day functioning of the NGO.
c ·ecord-keeping and financial reporting responsibilities. In many countries this is
necessary for the maintenance of the tax-exempt status of an NGO.
c Amendment procedures for the bylaws and provisions for dissolution of the
organization.

Writing and gaining approval for a set of by-laws takes thought, time, and the
involvement of the organization¶s constituents. By-laws should be written with an
emphasis on fair treatment and transparent governance.c

By-laws in fact make or break an NGO. We need to remember that everything an NGO
does, internally and externally, are defined and laid out in the by-laws.c

By-Law? or Bye-Law??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, GD·C uses 'by-laws' in the NGO Cafe.c