Boards of Directors Articles, Bylaws, Resolutions, and Policies

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Sections of this topic

    Your Guide

    Articles, Bylaws, Resolutions, Policies

    © Copyright Carter
    McNamara, MBA, PhD, Authenticity Consulting, LLC
    .

    Sections of This Topic Include

    Articles of Incorporation
    Corporate Bylaws
    Board Resolutions
    Board Policies

    Also see
    Related Library Topics

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    Articles of Incorporation

    The articles of incorporation (or other forms of description,
    such as charters, constitutions, articles of association, etc.)
    are established when the organization files for incorporation
    with the appropriate state or provincial agency. A Board of Directors
    gets its authority from the articles. This governing document
    specifies, for example, its name, the purpose or mission of the
    organization, place of business, primary officers, etc.

    In Canada, you can form a nonprofit corporation either at the
    provincial or federal levels, and you might be able to form under
    a variety of regulations, for example, a provincial Societies
    Act or Companies Act, or the federal Canada Corporations Act.
    In Canada, it is necessary to be incorporated in order to become
    a charity.

    For-profit Organization

    Sample
    articles of incorporation form (the form depends on each state)

    Sample Articles of Incorporation
    Sample Articles of Incorporation for a Company
    Corporation

    Nonprofit Organization

    Sample
    Articles of Incorporation Form

    Sample Articles of Incorporation

    Corporate Bylaws (Board’s internal specification of how the
    Board will be organized and operated)

    Bylaws specify the Board’s rules of internal operation, for
    example, number of members of the Board, length of the terms of
    membership, all of the officer positions, how meetings are conducted,
    etc. In some states in the USA and provinces in Canada, you have
    to have Bylaws to file for incorporation.

    For-profit Organization

    What are bylaws and why are they important?”
    Sample
    bylaws

    Another
    sample

    Another sample

    Nonprofit Organization

    Sample
    nonprofit bylaws

    Another sample bylaws
    Another
    sample

    Amending or Changing the Bylaws

    Board Resolutions (single acts
    of approval for, eg, contracts, dues, etc.)

    Articles, charters, constitutions, etc., and bylaws are ongoing
    rules. A resolution is used by the Board to draw attention to
    a single act or Board decision, for example, to approve or adopt
    a change to a set of rules, new program, new contract, etc. Resolutions
    are included in the minutes for the Board meeting. Here is a sample.
    Sample
    Board Resolution

    Board Policies (Board’s guidelines for how members will work
    together)

    Board policies are guidelines for how the Board members can
    best work together, e.g., when they want to meet, how members
    should be on Committees, how they recruit and orient new members,
    how they manage for consistent meeting attendance, how the Board
    will work with the chief executive officer, how they will avoid
    conflict-of-interest, etc.

    Board Policy Manuals and Miscellaneous

    Typical Contents of Nonprofit Board Member’s Manual
    Maintaining Board and Organizational Confidentiality
    Sample Board Policies
    Sample Document Retention/Destruction Policy
    Sample Whistleblower Policy

    Board Attendance

    Sample
    Board Attendance Policy

    Why Attendance Matters: Nonprofit Governance in a World of Busy Board Members

    Conflict of Interest

    NOTE: Many experts believe that the conflict-of-interest terms
    should be in the bylaws, rather than Board policies. Often, state
    statute (which takes precedence over bylaws) specifies terms to
    avoid conflict of interest.

    Sample
    Conflict of Interest Policy

    Conflict
    of Interest

    Conflict of Interest among board/committee members

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