The Articles (sometimes called the Constitution) are the foundational governing document of the association, functioning as a contract between the organisation and its members.

Articles outline the governance structure, including objects, membership classes, voting rights and Board composition. 

Articles contain matters of fundamental importance which should be locked in and require 75% member approval rather than a Board decision.

By-laws are a practical expansion of rules stated in the Articles, providing details for implementation. By-laws are more flexible than the Articles, and the Board can usually update them without member approval.

Matters that give effect to provisions of the Articles or state the procedures and activities of the association should be in the By-laws. For example, if the Articles define who can vote for Directors, the By-laws may detail the election process.

Policies are operational documents which provide guidance on how the association operates on a day-to-day basis. Unlike Articles or By-laws, policies are not contractual and can be adjusted without formal approval.

There are also matters such as membership fees and events which are typically addressed through separate contractual arrangements, such as Terms and Conditions.

There are also matters such as licensing, NDAs and events which are typically addressed through separate contractual arrangements, such as Terms and Conditions.

Governology can assist associations and membership bodies by reviewing, drafting, or updating governing documents such as Articles, By-laws, and policies to ensure they are clear, legally sound, and aligned with best-practice governance structures. 

This helps organisations reduce ambiguity between board and member responsibilities, streamline decision-making, and ensure their governance framework is fit for purpose and easy to apply in practice.

Email us on info@governology.org for a free consultation.