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Articles, Policies, & Bylaws: Deciding What Goes Where

Articles, Bylaws, & Policies: Deciding What Goes Where

An important element of corporate responsibility for the non-profit board is memorializing in writing basic organizational and operational principles. Typically, three venues are available to do so: (a) articles of incorporation; (b) bylaws; and (c) board governance policies and guidelines. However, the question often arises as to the differences between these three venues and their appropriate, respective, content (i.e., "what goes where?"). In some situations, specific language is required by law to be included in a particular venue. In other situations, the board has flexibility as to the venue in which the language may be located. In still other situations, some or all of the language may be incorporated in more than one venue.

Author Michael W. Peregrine

Date Fall 2008

Series Elements of Governance


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