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