Setting up an NGO's Bye-laws




Hari Srinivas
Management Tools Series E-106. October 2014 [Updated March 2021].


By-Law? or Bye-Law?? The spellings of both terms 'by-laws' and 'bye-laws' are correct, and both are widely accepted and used worldwide.

They essentially mean the same - rules of procedure made by an organization for the regulation, administration or management of its organizational structure and operational activities. They usually deal with matters of internal regulation, and are binding on all persons within the organization.

While we accept both spellings, for the sake of consistency, GDRC uses 'bye-laws' in the NGO Cafe.

Bye-laws are internal documents, a set of rules that enables a non-governmental organization (NGO) to conduct its affairs. They are needed for two reasons - (a) to ensure the smooth functioning of all aspects of an NGO, and (b) as a requirement for the legal registration of the NGO with national or public authorities.

Bye-laws are the governing constitution of an NGO. Since each NGO is different organizationally and operationally, and since most, if not all, NGOs are self-governing, the need for bye-laws to ensure its smooth functioning becomes critical. It is important they be written clearly and in language that is easily understood by all organization stakeholders.

Obviously, the definition and type of an "NGO" will, in itself, affect tge range of bye-laws to be developec. For example, a membership-based community organization will have a very different set of bye-lwas compared to a group of professionals who implement donor-funded projects. Both are legally "NGOs".

Typical items addressed in the bye-laws are:

Organizational Aspects:

  • Name and purpose of the NGO. The Purpose is usually a restatement of the NGO's Mission Statement, but can contain additional details

  • The frequency, notice, and quorum requirements for organizational meetings. These can be internal or regular meeting of the NGO, or external meetings such as those for the general public, with other stakeholders etc.

  • Voting qualifications, proxies, and procedures for approval of boards. This is related to the governance structure of the NGO's board.

  • The number and term for members of the board, scope of authority, method of nomination and election to the board, and provision for filling vacancies.

  • List of board officers, method of nomination and election, terms of office, powers, duties, and succession.
Operational Aspects:
  • Membership and authority of committees or working groups. Much of an NGOs' work is done through sub-committees or groups, and provisions need to be made for such committees.

  • Title and scope of authority for the executive director and other staff members who are responsible for the day to day functioning of the NGO.

  • Record-keeping and financial reporting responsibilities. In many countries this is necessary for the maintenance of the tax-exempt status of an NGO.

  • Amendment procedures for the bye-laws and provisions for dissolution of the organization.

Writing and gaining approval for a set of bye-laws takes thought, time, and the involvement of the organizationís constituents. Bye-laws should be written with an emphasis on fair treatment and transparent governance.

Bye-laws in fact can make or break an NGO. We need to remember that everything an NGO does, internally and externally, are defined and laid out in the bye-laws.


For detailed information, see: "A sample set of NGO bye-laws"

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Comments and suggestions:
Hari Srinivas - hsrinivas@gdrc.org