1.4 Constitutions, Founding Documents and Bylaws

ImageDescription

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 becomes the legal basis of operation, so it might be necessary to check that your 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 not for 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 Not-for-Profits or Non-Governmental-Organizations in your country. You may want to consult with a legal professional to get advice prior to finalising your constitution/by-laws.  The lawyer will be able to draft your by-laws 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 organizations 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 sets out the rules for other aspects of the organizations’ 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 by-laws.

A constitution for a VOPE typically contains:

  • A statement of objectives, mission and vision
  • An explanation of which persons has the legal right to become a member – you may want to think of expanding your focus beyond just evaluators, to also include those who use and commission evaluation
  • 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 these positions, and how long they are allowed to be in the leadership
  • An indication of how the financial resources will be governed
  • An indication of how the organization will attempt to be transparent to their members e.g. through an annual AGM

 

To read more:

* TOP RESOURCEHere is an example of how local affiliates of AEA are advised to go about their founding. Very useful resource for VOPEs. The Local Affiliates  Council. (2006). Starter Kit for AEA Affiliates. American Evaluation Association. Accessed online 02/02/2014 from: http://www.lacaea.org/Documents/NewAffiliatesToolKit.doc

 

ImageTools

The Community Toolbox contains a whole rich set of information with step by step descriptions of how to develop your bylaws relevant to community health organizations specifically the USA, but also worthy of review by VOPEs elsewhere. The Community Tool Box is a service of the Work Group for Community Health and Development at the University of Kansas.  

* The Community Toolbox. Developing a Strategic Plan and Organizational Structure. Chapter 9. Developing an Organizational Structure for the Initiative. Section 7. Writing Bylaws. Main description. Accessed online 19 February 2014 at: http://ctb.dept.ku.edu/en/table-of-contents/structure/organizational-structure/write-bylaws/main

* The Community Toolbox. Developing a Strategic Plan and Organizational Structure. Chapter 9. Developing an Organizational Structure for the Initiative. Section 7. Writing Bylaws. Checklist. Accessed online 19 February 2014 at: http://ctb.dept.ku.edu/en/table-of-contents/structure/organizational-structure/write-bylaws/checklist

Examples

ImageHere are some examples of Constitutions and Bylaws

 

* Bylaws of the Canadian Evaluation Society – available in English and French. The CES is one of the oldest Evaluation Societies in the world, and their constitution reflects this maturity. Canadian Evaluation Society By-Laws. May 2002 – Accessed online 17/02/2014 from: These By-laws are in the process of revision in order to comply with new non-profit legislation in Canada:http://www.evaluationcanada.ca/txt/bylaw200205_e.pdf

* Besides the above mentioned bylaws, the Canadian Evaluation Society also has a range of policies that outlines how other aspects of the organization are run. Canadian Evaluation Society policies – Listed here: http://www.evaluationcanada.ca/site.cgi?s=2&ss=4&_lang=en

* The American Evaluation Association is one of the biggest evaluation associations in the world. Its bylaws make provision for regional chapters. American Evaluation Association Bylaws, approved August 2010. Accessed online 17/02/2014 from: http://www.eval.org/p/cm/ld/fid=6

* The Community of Evaluators, South Asia is an emerging network of evaluators. Their bylaws reflects their growing status. Community of Evaluators, South Asia, January 2013. Draft CoE Operational Guidelines / By-Laws. Accessed online 17/02/2014 from: http://communityofevaluators.org/wp-content/uploads/2012/12/CoE-Operational-Guidelines-By-Laws-26-March.pdf

* The African Evaluation Association’s draft constitution makes provision for individual members, as well as institutional members and members of national evaluation associations. CONSTITUTION OF THE AFRICAN EVALUATION ASSOCIATION December 2013. Circulated on the AfrEA list serve by the AfrEA president on 31 January 2014

* The AES, although being incorporated and well established for quite some time, had to reincorporate themselves when their office moved. Here is a note that the president sent to members explaining the rationale and process for the change. Email communication sent by David Roberts President of the AES, to members of the AES on  December 2013.

 

FRENCH EXAMPLES 

Example

These are examples of constitutions, founding documents and guidelines:

Statuts du Réseau Nigérien de Suivi et Evaluation (ReNSE)

Réseau Burkinabé de Suivi et d’Evaluation (RéBuSE)

SenEval_REGLEMENT iNTERIEUR

SQEP_Reglements administratifs

 Statuts de la SWEP

Tools

Ce site offre un modèle pour l’écriture par la loi et l’assemblage initial.

Canevas pour l’élaboration des statuts

 

Invitation to give Feedback

Have you used any of the resources recommended in this post? Tell others what you thought about it by leaving a comment below.

Acknowledgements, Licensing, Attributions

Full details about the acknowledgements, licensing and attributions of this content here.

 

Disclaimer

Note that depending on the size, development phase and purpose of your VOPE, the material presented in this post may need to be contextualised for your specific purposes. Also take note of the full toolkit disclaimer here.

 

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