Your Guide

Carter McNamara MBA, PhD
website
my blog

Articles, Bylaws, Resolutions, Policies

Sections of This Topic Include

Articles of Incorporation
Corporate Bylaws
Board Resolutions
Board Policies

Also See The Library’s Blogs Related To This Topic

In addition to the articles on this current page, also see
the following blogs that have posts related to this topic. Scan
down the blog’s page to see various posts. Also see the section
“Recent Blog Posts” in the sidebar of the blog or click
on “next” near the bottom of a post in the blog. The
blog also links to numerous free related resources.

Library’s
Boards of Directors Blog
Library’s
Nonprofit Capacity Building Blog

Articles of Incorporation

The articles of incorporation (or other forms of description,
such as charters, constitutions, articles of association, etc.)
are established when the organization files for incorporation
with the appropriate state or provincial agency. A Board of Directors
gets its authority from the articles. This governing document
specifies, for example, its name, the purpose or mission of the
organization, place of business, primary officers, etc.

In Canada, you can form a nonprofit corporation either at the
provincial or federal levels, and you might be able to form under
a variety of regulations, for example, a provincial Societies
Act or Companies Act, or the federal Canada Corporations Act.
In Canada, it is necessary to be incorporated in order to become
a charity.

For-profit Organization

Sample
articles of incorporation form (the form depends on each state)
Sample Articles of Incorporation
Sample Articles of Incorporation for a Company
Corporation

Nonprofit Organization

Sample
Articles of Incorporation Form
Sample Articles of Incorporation

Corporate Bylaws (Board’s internal specification of how the
Board will be organized and operated)

Bylaws specify the Board’s rules of internal operation, for
example, number of members of the Board, length of the terms of
membership, all of the officer positions, how meetings are conducted,
etc. In some states in the USA and provinces in Canada, you have
to have Bylaws to file for incorporation.

For-profit Organization

What are bylaws and why are they important?”
Sample
bylaws
Another
sample
Another sample

Nonprofit Organization

Sample
nonprofit bylaws
Another sample bylaws
Another
sample
Amending or Changing the Bylaws

Board Resolutions (single acts
of approval for, eg, contracts, dues, etc.)

Articles, charters, constitutions, etc., and bylaws are ongoing
rules. A resolution is used by the Board to draw attention to
a single act or Board decision, for example, to approve or adopt
a change to a set of rules, new program, new contract, etc. Resolutions
are included in the minutes for the Board meeting. Here is a sample.
Sample
Board Resolution

Board Policies (Board’s guidelines for how members will work
together)

Board policies are guidelines for how the Board members can
best work together, e.g., when they want to meet, how members
should be on Committees, how they recruit and orient new members,
how they manage for consistent meeting attendance, how the Board
will work with the chief executive officer, how they will avoid
conflict-of-interest, etc.

Board Policy Manuals and Miscellaneous

Typical Contents of Nonprofit Board Member’s Manual
Maintaining Board and Organizational Confidentiality
Sample Board Policies
Sample Document Retention/Destruction Policy
Sample Whistleblower Policy

Board Attendance

Sample
Board Attendance Policy
Why Attendance Matters: Nonprofit Governance in a World of Busy Board Members

Conflict of Interest

NOTE: Many experts believe that the conflict-of-interest terms
should be in the bylaws, rather than Board policies. Often, state
statute (which takes precedence over bylaws) specifies terms to
avoid conflict of interest.

Sample
Conflict of Interest Policy
Conflict
of Interest
Conflict of Interest among board/committee members

›Return to All About Boards of Directors

For the Category of Boards of Directors:

To round out your knowledge of this Library topic, you may
want to review some related topics, available from the link below.
Each of the related topics includes free, online resources.

Also, scan the Recommended Books listed below. They have been
selected for their relevance and highly practical nature.

Recommended Books – Boards of Directors

For-Profit (“Corporate”) Boards of Directors

Nonprofit Boards of Directors

For-Profit (“Corporate”) Boards of Directors

Field Guide to Leadership and Supervision in Business

by Carter McNamara, published by Authenticity Consulting, LLC.
Provides step-by-step, highly practical guidelines to recruit, utilize and evaluate the best employees for your business.
Includes guidelines to effectively lead yourself (as Board member or employee),
other individuals, groups and organizations. Includes guidelines to avoid burnout — a very common problem
among employees of small businesses. Many materials in this Library are
adapted from this book.

NOTE: This is one of the few books that’s all
about leadership
AND how to effectively work with a corporate (for-profit) Board.

The following books are recommended because of their highly practical nature and often
because they include a wide range of information about this Library topic. Also, a convenient search window is included below the rows of books. As an Amazon Associate, Authenticity Consulting, LLC may earn commissions from qualifying purchases on Amazon.

Nonprofit Boards of Directors

Field Guide to Developing, Operating and Restoring Your Nonprofit Board: by Carter McNamara, published by Authenticity Consulting, LLC.
Provides step-by-step, highly practical guidelines to organize, operate
and sustain high-quality nonprofit Boards — and to fix a broken Board!
Includes variety of Board models you can choose from, roles and responsibilities,
how to get the best members, how to train and organize them, goals for standard
committees, ensuring high-quality meetings, evaluating Boards, how to evaluate
and/or replace the Executive Director, and much more! Includes many sample
Board policies you can download! Written by the developer of the Free Management
Library. Many materials in this Library’s topic about Boards are adapted
from this book. 30-day, money-back, guarantee!

Field Guide to Leadership and Supervision With Nonprofit Staff

by Carter McNamara, published by Authenticity Consulting, LLC.
Provides step-by-step, highly practical guidelines to recruit, utilize and evaluate the best staff members for your nonprofit.
Includes guidelines to effectively lead yourself (as Board member or staff member),
other individuals, groups and organizations. Includes guidelines to avoid burnout — a very common problem
among nonprofit staff. Written by the developer of the Free Management Library.
Many materials in this Library are
adapted from this book.

This is one of the few books that’s all about leadership
AND how to effectively work with a nonprofit Board.

Field Guide to Consulting and Organizational Development With Nonprofits: by Carter McNamara, published by Authenticity Consulting, LLC.
Provides complete, step-by-step guidelines to identify complex issues in nonprofit organizations and successfully
resolve each of them. This book is also helpful to organizations that are doing fine now, but want to evolve to
the next level of performance. This is one of the truly comprehensive, yet practical, books about this complex subject!
Includes online forms that can be downloaded. Written by the developer of the Free Management Library.
Many materials in this Library’s topic about guiding
change are adapted from this comprehensive book. 30-day, money-back, guarantee!

Field Guide to Nonprofit Strategic Planning and Facilitation: by Carter McNamara, published by Authenticity Consulting, LLC.
Step-by-step guidelines to customize and facilitate planners to implement
the best strategic planning process to suit the particular nature
and needs of their nonprofit. This is one of the few books, if any, that explains how to actually facilitate planning.
Includes many online forms that can be downloaded and used by planners.
Written by the developer of the Free Management Library.
Many materials in this Library’s topic about strategic planning are adapted from this book. 30-day, money-back, guarantee!

Boards of Directors Articles, Bylaws, Resolutions, and Policies

Articles, Bylaws, Resolutions, Policies

Sections of This Topic Include