Setting up an NGO's By-Laws


Hari Srinivas


By-Law? or Bye-Law?? The spellings of both terms 'by-laws' and 'bye-laws' are correct, and both are widely accepted and used worldwide.

They essentially mean the same - rules of procedure made by an organization for the regulation, administration or management of its organizational structure and operational activities. They usually deal with matters of internal regulation, and are binding on all persons within the organization.

While we accept both spellings, for the sake of consistency, GDRC uses 'by-laws' in the NGO Cafe.

By-laws are internal documents, a set of rules that enables each organization to conduct its affairs. It is important they be written clearly and in language that is easily understood by all organization stakeholders. This document is frequently necessary for the registration of an NGO with national and public authorities.

Typical items addressed in the by-laws are:

  • Name and purpose of the NGO. The Purpose is usually a restatement of the NGO's Mission Statement, but can contain additional details

  • The frequency, notice, and quorum requirements for organizational meetings. These can be internal or regular meeting of the NGO, or external meetings such as those for the general public, with other stakeholders etc.

  • Voting qualifications, proxies, and procedures for approval of boards. This is related to the governance structure of the NGO's board.

  • The number and term for members of the board, scope of authority, method of nomination and election to the board, and provision for filling vacancies.

  • List of board officers, method of nomination and election, terms of office, powers, duties, and succession.

  • Membership and authority of committees or working groups. Many of an NGOs' work is done through sub-committees or groups, and provisions need to be made for such committees.

  • Title and scope of authority for the executive director and other staff members who are responsible for the day to day functioning of the NGO.

  • Record-keeping and financial reporting responsibilities. In many countries this is necessary for the maintenance of the tax-exempt status of an NGO.

  • Amendment procedures for the bylaws and provisions for dissolution of the organization.

Writing and gaining approval for a set of by-laws takes thought, time, and the involvement of the organization’s constituents. By-laws should be written with an emphasis on fair treatment and transparent governance.

By-laws in fact make or break an NGO. We need to remember that everything an NGO does, internally and externally, are defined and laid out in the by-laws.

Also see: "A sample set of NGO By-Laws"

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Comments and suggestions:
Hari Srinivas - hsrinivas@gdrc.org