As described by the Minnesota Council of Nonprofits, governing documents often contain provisions governing membership (if any), the board of directors, fiscal management, and the procedure for amending the internal documents. The provisions relating to the board might set forth the length of each board member's term, the procedure for filling vacancies, the size of the board, the board's committees, board member responsibilities, and procedures for addressing potential conflicts of interest between the board members and the organization. Provisions addressing fiscal management can define the duties of the organization's officers and financial reporting requirements. These documents may also establish procedures for evaluating the performance of the organization and its employees and volunteers and set forth an internal code of conduct based on the founding values of the organization.
Appendix 2 of the Handbook on Good Practices for Laws Relating to Non-Governmental Organizations (Prepared for the World Bank by the International Center for Not-for-Profit Law, May 1997), contains the "Proposed Standards for Not-for-Profit Organization in East-Central Europe," a set of recommended "best practices" for NGOs in the region. One of the standards proposed in this document is the inclusion of by-laws that provide for the transparent election and replacement process for board members.
MAP's Free Complete Toolkit for Boards is an excellent resource and contains sample by-laws.
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