Sample Articles of Association for Nonprofit Organization 

Articles of Association (AoA) is a legal document that an organisation be it a non-profit organisation such as a private entity or an NGO or any public institution rules and regulations on how it operates.

Articles of Association act as the organisation’s’s operational manual, providing details on what everyone is to do, showing rules to follow, sanctions or punishments that result when rules are broken.

AoA is made up of about 17 different articles that govern an organisation.

Below is a sample AoA for an NGO that is concerned about our environment.

We have assumed this NGO to exist in an unknown or imaginary country called Wakanda.

Follow the guidelines given on this sample Articles of Association below to help you be able to draft an article of association for your organisation.

ARTICLES

of

ASSOCIATION

Of

ECO LIGHT FOUNDATION

CONSTITUTION

PREAMBLE

• Mindful of law No. 67/LF of June 1969 relating to the rights of associations.
• Mindful of decree No. 96/392 of 22nd September 1979 instituting the cultural charter of the Republic of Wakanda.
• Mindful of law No. 91/43 of 19th December 1991, relating to freedom of associations in conformity with public policy.
• Mindful of Law No. 91/12 of August 5, 1994,, laying down a a framework for environmental management
• Law N ° 91 01 of 20 January 1994 To lay down Forestry, Wildlife and Fisheries Regulations.

And

• Considering Wakanda’s ratification of the Convention of Biological Diversity;
• Considering the the Government’s pledge to place 30% of Wakanda under permanent protection;
• Considering Wakanda’s commitment to reduce greenhouse emissionss by 32% by 2025;
• Considering the rapidity with which Wakanda’s natural resources are depleting;
• Following the recommendations of the Constituent Assembly held on November 17, 2020, hereby adopts this article as presented;

ARTICLE ONE: GENERAL PROVISIONS

SECTION I:  SUPREMACY OF THE ARTICLES OF ASSOCIATION

1. This Articles of Association is supreme and its provisions shall be binding on all members.
2. This Article shall prevail if subsidiary legislation such as bylaws, internal rules and regulations, orders; or or circulars appear inconsistent with its provisions. Such inconsistencies shall be considered null and void.

SECTION II: NAME AND SET UP

1. An apolitical, non-religion and a a non-profit organisation called “Eco Light Foundation”, henceforth referred to as ECOLF is hereby created.
2. ECOLF as created in Section II and above shall be for an undefined duration
3. The slogan of ECOLF shall be “Speaking for Nature, Sustaining Humanity”

ARTICLE TWO: HEADQUARTERS & AFFILIATION

1. The headquarters of ECOLF shall be in Birnin Zana, Southwest Wakanda.
2. The provision of Article two a, above notwithstanding, ECOLF may validly hold meetings and open up branch offices wherever it shall deem necessary within the national territory.
3. ECOLF shall be affiliated with national and International Organisations and training institutions.

ARTICLE THREE: VISION, MISSION & OBJECTIVES

SECTION I: VISION

ECOLF envisages a planet where there is the peaceful co-existence of man and nature.



SECTION II: MISSION

Advocating for biodiversity conservation and ensuring human welfare through a multi-media approach

SECTION III: OBJECTIVES

• To enhance communities and government involvement in endangered species conservation using communication tools
• To engage communities, companies and policymakers in climate change science and solutions through a multi-media approach.
• To enhance the livelihoods of rural communities via public awareness and information on agricultural innovations, health and income-generating strategies.
• To provide alternative sustainability strategies to underprivileged children, youths and women in society.

ARTICLE FOUR: MEMBERSHIP

Membership of ECOLF shall be granted to anyone interested in the mission and objectives of the organization upon payment of a non-refundable registration of $500. This shall be accompanied by an annual due of $100 for the realization of micro projects.

Related: Sample Memorandum of Understanding binding Two Parties

ARTICLE FIVE: RIGHTS AND OBLIGATIONS

SECTION I: RIGHTS.

All duly registered members shall have the following rights:

• To vote and stand for election in the Executive Bureau of the organization.
• To participate in ECOLF programmes and projects
• To access documents and publications of the organisation

SECTION TWO: OBLIGATIONS.

Anybody registering to be a member of the organisation is pledging to;

a). Abide by the provisions of this constitution;

b). Refrain from any conduct that is likely to negatively affect the reputation of the the organisation

c). Honor his/her commitment to the organization.

d). Participate in the management and administration of the organization.

e). Respect the articles of association, internal rules and regulations and other binding documents of the organization.

f). Abide by all decisions duly taken by the organization.

g). Be engaged by the organization to affect any work within their competence

ARTICLE SIX: TERMINATION OF MEMBERSHIP

Membership shall be terminated by;

a). An application to the Board, in which reasons for withdrawal will be clearly articulated.

b). Failing to meet up with the requirements for membership as laid in the constitution within six months into the financial year

c). Failing to abide by the provisions of these articles of association and the internal rules and regulations of the organization

d). A 2/3 majority vote for exclusion in cases of gross misconduct 

e). Death of a member.

f). Using the name and or any other property of the organisation for illegal operations

ARTICLE SEVEN: FINANCIAL YEAR/LIFE SPAN OF THE ORGANISATION

a). The financial year shall begin from 1st January to 31st December, annually.

b). The organization shall exist for 100 years, after which it shall windup or can be transformed into another organization.

ARTICLE EIGHT: GOVERNANCE, STRUCTURE AND POLICIES

SECTION I: GOVERNANCE

The organization shall be made up of the Board of Trustees (National and International), which shall be comprised of the Executive Committee, Technical/Scientific Committee and Management Team.

SECTION II: STRUCTURE.

  It shall operate on a pyramidal structure;

SECTION TWO: OPERATING POLICIES.

 Policies shall be laid down on different issues to ease the day-to-day functioning of the organization.

ARTICLE NINE: GENERAL ASSEMBLY

SECTION I: THE GENERAL ASSEMBLY



a). This shall constitute the highest authority of the organization, and shall comprise registered individual members.

b). It shall elect/put in place the Executive Committee

c). The Assembly shall adopt and amend the articles of association and internal rules and regulations of the organization.

d). It shall adopt and approve the budget and accounts of the organization, and technical reports of various departments/offices.

e). It shall validate the admission and withdrawal/expulsion of member and all decisions of the Executive Committee by a 2/3 majority.

f). It shall be chaired by the President of the Executive Committee

ARTICLE TEN: ELECTIONS

SECTION I: ELECTORAL COMMISSION

a). Elections shall be conducted for all elective posts.

b). An electoral commission shall be set up by members, to be dissolved immediately after elections.

c). The electoral commission shall comprise; a President, Secretary, and Chief Whip.

Section II: ELIGIBILITY

Candidates wishing to contest for election must fulfill the following criteria:

a). Must be a duly registered member

b). Must submit to the electoral commission his/her “Application to contest elections”

SECTION III: CONDUCT OF ELECTIONS

a). Elections shall be via a secret ballot.

b). A candidate shall be declared the the winner by a simple majority vote.

c). There shall be no voting by “Proxy.”

d). Single candidate for a position shall be declared the the winner by having at least 51% of votes



e). The President of the Electoral Commission shall confer the mantle of power on the new executive during a handing-over ceremony.

Section IV:  HANDING OVER

a). Handing overall documents from the old executive to the new executive shall be done on the day of the election.

b). Handing over notes shall be signed.

c). The handing over ceremony shall be presided over by the President of the Electoral Commission alongside a government official or invited personality.

d). The new executive officers shall be introduced to the management body of the organization.

ARTICLE ELEVEN: EXECUTIVE COMMITTEE

SECTION I: COMPOSITION OF THE EXECUTIVE COMMITTEE

The Executive Bureau shall comprise elected and co-opted officers into the executive of the organization. The Executive shall comprise of;

• The President
• The Vice President
• The General Secretary
• The Assistant Secretary
• Treasurer
• Financial Secretary
• Project Officers
• The Public Relations Officer (PRO)
• Auditor
• Advisers (No 1 & 2)

SECTION II: FUNCTIONS OF EXECUTIVE COMMITTEE

President

• He/she must have been a member of the organisation for at least two years to be eligible for this position
• The President shall preside at all GA and Executive Board meetings.
• Coordinates activities of the Organisation
• Works with other EXCO Members on matters related to the organisation’s business, a a delegation of tasks, appointing committees, establishing meeting agendas and following such agendas.
• Ensures that all meetings and functions are conducted in an orderly fashion.
• Official spokesperson for the Organisation.
• Briefs EXCOs on current engagements of the Organisation
• Ensures to the best of his/her ability that Voice of Nature has an office and that it is being maintained accordingly
• Maintains contact with related national associations/organisations, ministries and international partners

Vice President.

• He/she must have been a member of the Organisation for at least two years
• Assists the president to organize and manage the organisation ensuring that the obligations of its mandate and Constitution are met.
• Presides over meetings of the Organization in the absence of the president
• Creates a work plan at the beginning of the year that enables the team to know what their duties are are for each event and to act as a template for events.
• Provides all necessary support and assistance to other executive members.
• He/she shall permanently assume the post of President in case it becomes vacant

Secretary General (SG):

• He/she must have been a member of the Association for at least two years
• He/she shall be the chief scribe of the association taking down and reading out minutes of both the GA and Executive Board meetings;
• He/she shall chair GA and Executive Board meetings in the absence of the President and Vice President;
• He/she shall besides her duties, also assume the post of Vice President in case it becomes vacant until fresh elections are conducted.

Vice Secretary General (VSG)

• He/she must have been a member of the Association for at least one year
• He/she shall take over the duties of the SG in his/her absence;
• He/she shall permanently assume the post of SG in case the post becomes vacant.

Treasurer.

• He/she must have been a member of the Organisation for at least two years
• He/she shall keep the financial record of bank transactions, income, savings, deposits, withdrawals and all expenditures of the Organisation;
• He/she alongside other designated members of the Executive Board shall be signatories to the bank and or any other financial account of the Organisation;
• He/she shall deposit all money received by him/her in the name of the Organisation in the bank as directed by the Executive Board.
• All deposits shall be made by the treasurer accompanied by a designated member

Financial Secretary:

• He/she must have been a member of the Organisation for at least two years
•  He/she keeps all books which belong to his/her office. This book shall at all times be opened to the inspection and examination of the President and the Executive Board as well as to any designated audit committee;
• when necessary shall assist the treasurer in discharging some of his/her functions

Project Officers (2)

• They must have been a member of the Organisation for at least one year
• Follow-up and draw action plans for project development, implementation and evaluation

Public Relations/Communication Officer (PR/CO):

• He/she must have been a member of the Association for at least two years
• Shall be in charge of all internal and external communication, informing association members of all activities their dates and time (both ordinary and extraordinary sessions) using various communication media
• Shall represent the Organisation in all external communications as deemed necessary by the Executive Board;
• Shall be co-administrator of the Organisation’s online social media

 Adviser(s)

• These are persons co-opted into the core team when the the needs arise to provide professional counsel on proposals and and other projects under execution.
• Serves as a resource person for planning and organizing as well as provide knowledge geared towards the goals of the association.
• Mediate interpersonal conflicts that arise.

SECTION III: TERM OF OFFICE

Members of the Executive Committee shall have a two-year mandate renewable once

ARTICLE TWELVES: MEETINGS

General Assembly Meetings

The GA shall meet every first Monday of the month

An Extraordinary General Session shall be deemed necessary, be convened by 2/3 of Board members; a written petition of at least 1/3 of registered members.

A notice convening the GA shall be addressed to all members of the Organisation stating the time and place as the Board shall appoint with an agenda of the day and at least two weeks before the session.

Meetings of Executive Committee

The Executive Board shall hold quarterly and shall be convened by the President.

An extraordinary sitting of the Board shall be organized when the the need arises.

ARTICLE THIRTEEN: RESOURCE ALLOCATIONS AND MANAGEMENT

SECTION I: FUNDING SOURCE

Funding for Voice of Nature shall be obtained through;

• Individual member/group registration.
• Other contributions towards special funds/projects.
• Grants from the Government and other donor organizations.
• Donations from well-wishers.
• Income from sales
• Fines and others

SECTION II: AUDITING

When the the need arises, the general assembly or executive bureau shall constitute a three-man audit committee comprise of two Board members and one member of the General Assembly who knows accounting or simple bookkeeping to audit the accounts of the Organisation. The Audit Committee shall;

a). Conduct checks on both financial and non-financial activities of the organisation to ensure that actual results obtained are by planned results.

b). Audit the records (bills, receipts, financial books etc.) of the Financial Secretary and the Treasurer.

External Auditors may be called in to audit the accounts of any department as may be decided by the Executive Bureau or General Assembly.

ARTICLE FOURTEEN: DISCIPLINE AND FINES

The Executive Bureau shall establish a Disciplinary Committee, which shall be made up of some executive and general assembly members. 

Acts of indiscipline, detrimental to the goals/objectives of the organization shall be liable to reprimand, suspension and expulsion.

The Internal Rules and Regulations of the organization shall determine all fines by defaulters, and other sections not provided for in these articles of association.

ARTICLE FIFTEEN: THE INTERNAL RULES AND REGULATIONS

When there is a a need the internal rules and regulations shall elaborate on certain provisions of these articles of association and also take care of those not mentioned herein.

ARTICLE SIXTEEN: SPLITTING, MERGING AND DISSOLUTION

Notice of the the proposed dissolution of the organization must reach the Executive Bureau for examination before tabling at the general assembly for discussion.

Such notice must have the signature of at least two (2) Executive Members and five (5) Members from the General Assembly.

A vote to dissolve the organization can be passed by the General Assembly.

An exceptional three-quarter (3/4) majority vote is required for the dissolution to be promulgated into law.

In case of the above, assets shall be shared accordingly as would be decided by the Executive Bureau of the organization for adoption by the General Assembly before we can proceed with the sharing.

All mergers shall be approved by a two-thirds (2/3) majority vote of members present at that general assembly.

For the split tithe organization, the same steps for dissolution will betaken.

ARTICLE SEVENTEEN: AMENDMENTS

These Articles of association are subject to amendment whenever necessary, and taking into consideration the following steps:

a). For any article to be amended, the proposal calling for amendment shall be in writing and stating the article to be amended.

b). The proposal for amendment should reach the Executive Bureau for examination before tabling at the general assembly for discussion.

c). A two-thirds (2/3) majority vote is needed for the said amended article to be promulgated into law.