Understanding Your Governing Document



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Understanding Your Governing Document


When an organisation chooses its legal structure, it takes on a particular set of rules that govern how the organisation will operate. This is called your “governing document” but may be more commonly referred to as your constitution.

Your governing document provides essential information about your organisation including its:

  • Purpose (objects)
  • Activities it can be involved in
  • Beneficiaries (who can benefit from your work)
  • Geographic area you can work within
  • Powers of the management committee
  • Rules for running meetings
  • Voting procedures
  • Election of the management committee
  • Election of office-bearers
  • Financial requirements
  • Winding down (closure)
Your governing document is an “instruction manual” for the organisation, and a legal document. The Management Committee is responsible for ensuring your organisation’s governing document is followed.

There are three main types of governing document, which correlate to your type of organisation.

Governing Document

Type of Organisation:

Constitution

Association

Memorandum and articles of association

Company limited by guarantee

Trust deed

Trust


Sample model governing documents are available free of charge from NICVA or from the Charity Commission.

The Management Committee must ensure that your governing document is put into practice once it is formally approved. This approval process generally requires the document to be:

  • Adopted at a meeting e.g. Annual General Meeting (AGM)
  • Signed by the Management Committee members (those in office when it is adopted)
  • Dated the day of the meeting at which it was agreed.

It is essential that minutes of the meeting be recorded to show that the document has been formally agreed.

Changing your Governing Document
Membership Organisations and Governing Documents

 

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