Developing a Constitution

What is a constitution and why is it important?

A constitution simply outlines what your association/foundation/organisation will do and how it will go about doing it.

A constitution is important because:

• Without this written understanding people can easily have differences in opinions about the work of the association/foundation/organisation and how to do things and the actual work will not get done
• It will serve as a reference, and help to resolve problems when there are differences
• Strangers, especially potential funding partners, will want to see that your group is democratic and accountable. This involves having a clear procedure by which decisions are made and how resources are managed.

It is important to develop constitution that reflects the way in which you actually want to do things. Do not spend a lot of time writing about things you do not intend to do, simply because you think they are what people expect.

Keep the information in your constitution clear and simple.

Steps on How to Write Up a Constitution

Step 1 – Choose the Name of your association/foundation/organisation

• Choose any name you want if it is reasonably unique.
• Do you want a name that reflects the area you are based in, what you are doing, or both? Does it need to be ‘catchy’, so that people can easily remember it?

Step 2 – Select your aims

Your aims, sometimes called objectives, are a declaration of your long-term goals: what you want to achieve and how you want to achieve it. This is a very important part of your constitution and needs to be very clear.

Having a discussion around your aims will help you to make sure that everyone involved in the group agrees on the purpose of the group and what it will be doing.

Your aims should include information about:

• the area you are working in,
• who will benefit from the activities of the group and, how they will benefit.

Step 3 – Membership within your association/foundation/organisation

Your constitution should describe the qualities and characteristics you want in members and how someone can be eligible to be a member of your group.

Members could be:

• everyone who pays a membership fee; or
• everyone who lives in a certain area; or
• all users and volunteers at the project; or
• anyone who supports the aims of the group and participates in its activities

Will people who pay membership fees become members; will people become members automatically when they move into the area, start volunteering or using the services that the group provides? Will membership be approved by a meeting of the committee or the group.

Even if you plan to have a very open membership it is a good idea to have a membership list. It is then clear who you mail about meetings, who can come, and who can vote.

The constitution should also describe how someone stops being a member. Will someone stop being a member:

• When they move out of the area?
• When they stop volunteering or attending activities?
• When they have not paid any membership for a set period of time?
• When they have done something that goes against the aims of the group?

Step 4 – Board of Trustees and Officers

Your constitution should detail the structure of the board of directors and the positions of the officers who will run the organisation. Specify how the officers are chosen, what powers they can exercise, how long they hold their positions, and how they can be removed and replaced. Some of the positions that board members could have could include:

• Chair
• Secretary
• Treasurer
• Membership secretary
• Public Relations Officer

Step 5 – Meetings

Describe how to hold meetings of the members and the board. The minimum number of meetings required for the officers and the members must be stated.

Usually, an annual general meeting for of the board and all members must be held at least once a year. Other information that must be detailed includes who can call meetings, who will participate in the meetings and how participants will be notified.

Meeting quorums (i.e. the minimum number of people that must be present in a meeting so that decisions can be made) and meeting procedures, such as rules of order, must be laid out.

The constitution must also outline

Step 6 – Managing Finances and Resources

Spell out how your foundation/organisation/association will raise and spend money. Will the money be kept in a bank account? Write down which officer is responsible for the foundation/organisation/association’s banking, who has the authority to release funds for activities or project, who maintains the financial records, and who prepares the annual report.

Step 7 – Changes to Constitution

Detail the procedures to follow if the foundation/organisation/association wants to amend its constitution. Decide:

• which meetings can decide to make changes to the constitution?
• how much notice must be given to members of the proposed changes?
• if you will require a vote, and if it will have to be a simple majority or a two-thirds majority. In most foundations/organisations/associations, the members must approve changes to the constitution by a vote greater than a majority.

Step 8 – Dissolution of the foundation/organisation/association

Provide a procedure to use for the dissolution of the foundation/organisation/association.

This may become necessary if members want to stop operating the foundation/organisation/association because either it has failed in its purpose or it has achieved its goals.

In addition to detailing the required votes and conditions, specify how the organization will distribute its assets. The usual procedure is for the foundation/organisation/association to turn over the assets to another foundation/organisation/association.

Drafting your constitution

1. Agree one or two people who will draft your constitution based on what members of the group want included in the constitution.
2. Take the constitution to a meeting for formal acceptance by the group. At least two members should sign and date it to confirm it has been agreed. This is useful if the status of the constitution is called into doubt at a future date.
3. Make copies of the constitution available to all members, including new members. File it somewhere where you’ll be able to find it next time you need to refer to it.
4. Do not forget to use it when you want to know how to organise something in your group. For example, when the time comes to hold your next AGM, check your constitution so that you know what procedures your group has agreed to follow.
5. If, in future, you find your group wants to work in a way that is different to your constitution, you will need to make a change to the constitution.