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Articles of Incorporation (Corporate Charter) and the Constitution and Bylaws, two documents which may overlap and may be combined. Rules of Order and Standing Rules should be adopted separately. A lawyer should draw up the incorporation papers.
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This is a legal instrument, which sets forth the name and objectives of the society and other information required for incorporation under the laws of the particular state.
They are also called, Certificate of Incorporation, Articles of Association or Corporate Charter.
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The Articles of Incorporation supersede all the other rules of a society, none of which may legally contain anything in conflict with the charter. Nothing in the charter may be suspended by the society itself unless the charter provides such. Therefore, Articles of Incorporation generally should contain only the information necessary to obtain the instrument from the state and establish the desired status of the society under law. Leave as much as possible to the bylaws.
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They are the operational blueprint of an organization, and define the duties, responsibilities, and privileges of the officers and members. The guide for the society to carry out the purposes for which it was formed. A society should formulate bylaws which will establish its basic structure and govern the normal operation of the group to prevent possible difficulties in making decisions. Many problems encountered by a group result from its written rules, which may too rigid to allow changes as the society matures or desire to alter its goals or its operation.
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The function of bylaws is to describe the relationship between the members and the working groups within the society. It contains it own basic rules relating primarily to itself as an organization, rather than the parliamentary procedures, which it follows. |
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Name of society |
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Object or Purpose |
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Members: Privileges, responsibilities, and special rights. |
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Officers: How elected, their duties |
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Meetings: How often, how called, by whom, special meetings, quorums. |
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Executive Board (if needed) |
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Committees |
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Dissolution |
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Parliamentary Authority |
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Amendment Procedures for amendments. |
