The nonprofit organization develops and safeguards certain documents to ensure that it operates within the legal parameters as provided by the state and also by its primary governing body, the board of directors. Some of the most important of these documents include:
Articles of Incorporation are filed with the Secretary of State; they spell out the conditions under which the organization was incorporated, and include the statement of purpose (mission).
Bylaws are the set of rules particular to the organization that describe how the board will operate and carry out its business. The bylaws express requirements for official meetings, describe the duties of officers, how board members and officers will be selected and for what terms they will serve, what number makes a quorum and so on. The board’s adherence to its bylaws is a fundamental of good governance.
Policies serve as guidelines set by the board for how the organization as a whole will view and handle a variety of situations. Policies deal with the general rather than the specific and should be readily accessible to the board and staff. A board policy book is advised to avoid searching for policies through board meeting minutes.
Board Meeting Agendas preview for the board the priority issues that will be dealt with at the board meeting. The agenda is generally developed by the president in tandem with the executive director, with input from other board and staff members as needed. It is also the outline for the minutes prepared from the meeting.
Board Meeting Minutes are the legal record of the corporation’s official business conducted at board meetings, taken on behalf of the board by the board secretary. These serve as the institutional memory of the organization and should be carefully crafted and archived by the nonprofit.
Developing and storing the above documents can appear to be a perfunctory administrative duty, and is often left to office personnel to handle. This is a mis-step. These documents represent leadership's fundamental agreements as to the purpose, functioning and decisions of the organization. They are the bedrock of the organization's governance. Maintaining their currency and operating within their parameters are what protect the nonprofit and its leadership in times of crisis and guide their actions under normal conditions. The board is responsible for both and should be deliberate in its delegation of anything to do with either.
For more on the nonprofit's most important documents, get Nonprofit-KnowHow: The Workbook.