Professional Documents
Culture Documents
Setting up an NGO's ByLaws
Hari Srinivas
Management Tools Series E106. October 2014.
Bylaws are internal documents, a set of rules that enables each ByLaw? or ByeLaw??
organization to conduct its affairs. It is important they be written clearly The spellings of both terms 'bylaws'
and in language that is easily understood by all organization and 'byelaws' are correct, and both
stakeholders. This document is frequently necessary for the registration are widely accepted and used
of an NGO with national and public authorities. worldwide.
They essentially mean the same
Typical items addressed in the bylaws are: rules of procedure made by an
organization for the regulation,
Name and purpose of the NGO. The Purpose is usually a administration or management of its
restatement of the NGO's Mission Statement, but can contain organizational structure and
additional details operational activities. They usually
deal with matters of internal
regulation, and are binding on all
The frequency, notice, and quorum requirements for persons within the organization.
organizational meetings. These can be internal or regular meeting
of the NGO, or external meetings such as those for the general While we accept both spellings, for
public, with other stakeholders etc. the sake of consistency, GDRC
uses 'bylaws' in the NGO Cafe.
Voting qualifications, proxies, and procedures for approval of
boards. This is related to the governance structure of the NGO's
board.
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.
List of board officers, method of nomination and election, terms of office, powers, duties, and
succession.
Membership and authority of committees or working groups. Many of an NGOs' work is done through
subcommittees or groups, and provisions need to be made for such committees.
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.
Recordkeeping and financial reporting responsibilities. In many countries this is necessary for the
maintenance of the taxexempt status of an NGO.
Amendment procedures for the bylaws and provisions for dissolution of the organization.
Writing and gaining approval for a set of bylaws takes thought, time, and the involvement of the
organization’s constituents. Bylaws should be written with an emphasis on fair treatment and transparent
governance.
Bylaws 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 bylaws.
Also see: "A sample set of NGO ByLaws"
This work by GDRC is licensed under a Creative Commons
AttributionShareAlike 4.0 International License. You are free to share and adapt this piece of work for your
own purposes, as long as it is appropriately citied. .
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