Governance for Nonprofit Organizations

From Little Leagues to Big Universities

GOVERNANCE DOCUMENTS

ONLINE VERSION: TABLE OF CONTENTS Introduction Governance Documents Board of Directors/Trustees: Board Responsibilities Legal Obligations of the Board Personal Qualities of Effective Board Members Board Structure and Operation Effective Meetings Building and Maintaining an Effective Board Making Board Service Fulfilling Guides and Tips Sample Meeting Rules Agenda Suggestions Tips for Basic Minutes and Reports Governance for Nonprofits: From Little Leagues to Big Universities is also available as a free download in PDF form. Right-click here to download.

Charter:For nonprofit corporations, the "charter" is typically filed with the secretary of state, and may be called a "certificate of incorporation," "articles of organization," or other such name, depending on your state’s nomenclature. This charter is a prerequisite for official status as a nonprofit corporation. This document sets out the "constitution" of the organization. Changes to the charter require a formal amendment approved by the board or the members. Many states require annual reports to maintain the charter in effect.

For nonprofit groups organized as trusts, the primary governance document is the trust instrument, which may be called a "declaration of trust" or similar name. In most cases, the organization will also have periodic filing/reporting obligations.

Bylaws: For nonprofit corporations, bylaws outline the basic operating rules for the organization. They spell out how the board is structured and governed. Typically, they include rules pertaining to directors, officers, board committees, meetings, voting and indemnification.

Code of Conduct: Codes of conduct can help to define what the organization expects of board members and the board as a whole, and what the board expects of the management team. They can be particularly useful in helping directors avoid real or perceived conflicts of interest. They can also serve as useful guides for dealing with sensitive information, with members and other constituents, with outside organizations and with the press.

Mission Statement: A mission statement may be the most important of a nonprofit’s governing documents. It defines the organization’s purpose and directs its future. It helps management, the board, and volunteers focus on the stated goals, and helps to educate others about the organization. The process of developing or updating a mission statement can be time consuming, but it will help focus the organization’s energies on what is really important.

Corporate Governance Guidelines: Creating written guidelines for governance in one document can be useful in setting forth clear "rules of the road" for governing the organization.

Governance for Nonprofits - Home Page

Society of Corporate Secretaries and Governance Professionals
521 Fifth Avenue New York NY 10175
212-681-2000 - Fax 212-681-2005

membership | search | help | site map | contact us
Copyright & Privacy Statement