An Intro to the Governing Documents of Associations
By Raniya Dass, Senior Consultant (UK/Global) | Lawyer (Australia only), Governology
The terminology surrounding governing documents can be difficult to understand, and determining which documents an association requires can be even more complex. Among the governing documents, the Articles, bylaws, policies, and other governing documents are particularly essential for effective governance. Each document serves a different legal or operational purpose, defining the fundamental principles, authority, decision-making processes, and organisational direction.
Articles
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, as well as principles of General Meetings such as quorum. Articles are the fundamental principles of how the organisation is structured and operates. The Articles are only subservient to the law, and cannot be overridden by the other governing documents, hence clear drafting is required.
Difficulties commonly arise where the boundary between board and membership functions is unclear, leading to either excessive member involvement in operational or financial decisions that properly fall within the board’s fiduciary remit, or insufficient member oversight where it is warranted. Issues also emerge where non-governance matters - such as fee structures or branch arrangements - are included in the Articles, or where procedural provisions like notice periods lack clarity, while other areas, such as elections, are drafted with excessive rigidity or set at unachievable thresholds, such as a high quorum threshold.
Overall, there is a delicate balance between empowering the board and overprescribing governance matters.
Clarity is important as the Articles contain matters of fundamental importance which should be locked in and require a special resolution (75% member approval) at a General Meeting rather than a Board decision.
By-laws
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.
Some By-laws your association may consider adopting are listed below:
Board Charter
The Board Charter defines how the Board operates and what it is responsible for. It explains the roles of the President, Directors and CEO and expected standards of director conduct and how conflicts of interest are addressed. It also outlines how meetings are run, including agendas, papers and minutes. It also covers the appointment of office bearers, reimbursement arrangements and the delegation of authority. Overall, the By-law provides a practical governance framework that supports directors in understanding their duties.
Election of Directors Procedure
This procedure governs how directors are elected. It explains when elections take place and what is required for a valid nomination. It also sets out the voting process and how ballots are counted. The purpose is to ensure that elections are carried out in a consistent and transparent manner. The By-law reduces uncertainty by setting clear rules for how directors are appointed.
Membership By-laws
The Membership By-laws define who can be a member, how they apply and how membership is structured. It specifically sets the categories and the criteria for members. They also set out the members obligations follow admission, including matters such as membership fees and rights to use IP or designations. These provisions are kept in By-laws rather than Articles to allow the organisation to adjust membership arrangements more easily over time.
Disciplinary Procedure
The Disciplinary Procedure explains how conduct issues are managed. It sets out the grounds on which action may be taken and the process that must be followed, ensuring a member’s right to respond to the disciplinary matter. It also includes requirements for confidentiality and record keeping. This By-law is important to ensure a provides a structured and fair approach to managing breaches of conduct, which adheres to the legal principle of procedural fairness.
Code of Conduct
The Code of Conduct establishes the behavioural standards expected across the membership. It sets out responsibilities for members and how concerns should be reported. It also explains how breaches are investigated and enforced. This By-law allows associations to be a leader of the industry and set standards for its members.
Committee Terms of Reference
The Terms of Reference define the purpose and operation of each committee, for instance, Branch Committees or Finance Committees. These By-laws explain the composition, authority and responsibility of the committee. They also describe reporting lines and how the committee interacts with the Board. Expectations around conflicts of interest and the role of the Chair are included. This ensures that committees operate with clear boundaries and accountability.
Conduct of General Meetings
This document provides the chairperson of the meeting with guidance and authority to conduct general meetings. It covers use of technology, voting methods including proxies, show of hands and electronic voting and procedural matters such as adjournments and motions. The By-law ensures that general meetings are run in an orderly and predictable way.
Policies
Policies are operational documents which provide guidance on how the association operates on a day-to-day basis. . Unlike Articles of Association or By-laws, policies are not contractual in nature and therefore do not create binding legal rights between members and the organisation. This means they can be reviewed and updated more flexibly as operational needs, regulatory expectations or risk environments change. Policies are typically maintained by staff under delegated authority from the Board rather than requiring formal member approval.
For example, a Privacy Policy sets out how personal information is collected, stored and used in accordance with applicable data protection requirements.
Other Supporting Documents
Other supporting documents sit outside the core governance framework and are generally used to manage specific operational or commercial relationships. These documents are typically contractual in nature and are entered into with members, partners, suppliers or event participants as required. Unlike policies, they are not internal guidance tools but binding arrangements that define rights, obligations and limitations for the parties involved.
These matters may include non-disclosure agreements (NDAs), which are used to protect confidential information shared in the course of e.g., certification or accreditation processes or other service delivery. In addition, events are commonly managed through dedicated Terms and Conditions that set out participation rules, cancellation policies, liability provisions and payment requirements.
The Summary:
The Articles of Association set out the organisation’s governance framework, including its legal structure, member rights and the core powers of the Board. They form the highest level of governance and are typically difficult to amend.
By-laws sit beneath the Articles and provide more detailed rules for how the organisation operates. They commonly cover membership, elections, meetings and committees, and are generally easier to update to reflect operational change.
Policies provide practical guidance for day-to-day administration. They translate governance expectations into consistent internal practice and are usually adopted and updated under delegated authority rather than through formal constitutional change.
Contractual arrangements are binding legal agreements that are entered into to protect the organisation’s interest in specific scenarios and require careful legal drafting.
Taken together, these documents provide practical mechanisms for managing risk and clarifying expectations in specific contexts. They operate alongside governance instruments but focus on enforceable, situation-specific arrangements rather than internal operational guidance.