1.4 Writing Constitutions, Founding Documents and Bylaws

 Description

This section provides some ideas about formalizing your VOPE’s most basic operating rules into a constitution, founding document or set of bylaws. Some tools, advice and examples are included among the resources.

As part of the founding process your organization may want to lay down some basic rules of operation.  This is a good idea irrespective of whether you choose to become a separate legal entity by incorporating your VOPE or not. The most basic rules of operation are usually captured in a constitution, or founding document or bylaws. If your organization intends to register as a legal entity, the constitution, founding document or bylaws usually become the legal basis of operation, so it might be necessary to check that your founding document is consistent with the legislation in your context/country. 

Depending on the legal requirements applicable in your country, state or province, and the type of organization you choose (i.e. a non- profit versus a company) you might need to write a constitution, bylaws, articles and memoranda of association, or some other founding document which forms the legal and/or operational basis of your organization. It might be possible to look for constitution/bylaw templates available for registering organizations such as non-profits or Non-Governmental Organizations in your country. You may want to consult with a legal professional to get advice prior to finalizing your constitution/bylaws.  The lawyer will be able to draft your bylaws if there is not a template available.  One caution:  make sure the language is not overly complicated.

If your VOPE intends to work across different countries, it may become more complex to ensure that your constitution and/or bylaws are in compliance with all legal requirements. Also, take into account that, if you move your VOPE’s registered office from one legal jurisdiction to another, different legal requirements may apply, and you may need to rewrite your constitution/bylaws.  The easiest approach is to register or incorporate in one country, while ensuring that your activities are in compliance with all of the countries within which you operate. 

Instead of writing down all of the organization’s processes and requirements in the first draft of the constitution or bylaws, it may be possible to write up a very basic document which makes provision for adding additional policies and procedures that set out the rules for other aspects of the organization’s functioning – e.g. it may be possible to create a policy that sets out the basis for adding local or topical “chapters” or “sub-groupings” of your membership once the organization is ready for this.  This is desirable because the process for changing policies is generally easier than the process for changing constitutions and bylaws.

A constitution for a VOPE typically contains:

• a statement of objectives, mission and vision;
• an explanation of which persons have the legal right to become a member – you may want to think of expanding your focus beyond just evaluators, to include those who use and commission evaluations;
• an explanation of the different types of membership categories, the rights and responsibilities of members;
• an explanation of how the leadership and governance structure works and which people are eligible for voting, nomination and election to leadership positions, and how long they are allowed to be in the role
• an indication of how the financial resources will be governed; and
• an indication of how the organization will attempt to be transparent to its members, e.g. through an Annual General Meeting (AGM).