Foundation Operations: Board Issues-> Board Policies-> Articles of Incorporation, Bylaws - GIH Skip Navigation

Foundation Operations: Board Issues-> Board Policies-> Articles of Incorporation, Bylaws

What is the difference between articles of incorporation and bylaws and what do the two documents need to contain?

A foundation's articles of incorporation is a binding legal document with state-specific requirements that usually include:

  • the name of the foundation
  • its purpose and location
  • names and addresses of key officers
  • whether or not it should exist in perpetuity; and
  • a provision for distribution of assets upon disolution.

Bylaws are operating procedures for the board and can be easily amended. This document often contains the following sections and subsections:

  • General Provisions: name of the foundation, location, term (whether for perpetuity), and purpose (purpose is sometimes its own section)
  • Members/Membership: role of members, if applicable
  • Board of Trustees/Directors: number, qualification, selection, term, duties, removal, resignation, vacancies, compensation
  • Meetings: place, times of year, special, notice, quorum, voting power, voting procedure
  • Officers: designated officers, terms and qualifications, chairman, vice chairman, president and CEO, executive committee, secretary, treasurer
  • Standing Committees: investment committee, audit committee, other committees
  • Conflicts of Interest
  • Indemnification/Insurance
  • Amendments

 

 

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