Which regulations must be included in an association's bylaws?
January 28, 2022 | 50,00 EUR | answered by Otto Krebs
Dear Attorney specializing in association law,
My name is Hildegard Ullmann and I am a board member of a non-profit association. We would like to revise our association bylaws to ensure that all relevant regulations are included. Since I do not have legal expertise, I am unsure about which regulations must absolutely be included in association bylaws.
Our current situation is as follows: Our association was founded several years ago and the current bylaws were drafted by an attorney at that time. However, as laws and regulations change over time, we want to ensure that our bylaws are up to date and contain all important regulations.
The current situation is that we have some points in the current bylaws that are unclearly formulated and may not comply with current legal requirements. I am concerned that this could lead to legal issues, especially regarding the recognition of our non-profit status and potential liability issues for board members.
My question to you is therefore: What regulations must absolutely be included in association bylaws to be legally protected and avoid potential problems? Are there specific wording or clauses that we should definitely include to legally safeguard our association work? I would be very grateful for specific guidance and recommendations on how we can optimize our bylaws.
Thank you in advance for your support.
Sincerely,
Hildegard Ullmann
Dear Mrs. Ullmann,
Thank you for your inquiry regarding the revision of your association's articles of association. It is very responsible of you to take care of updating and improving your articles of association in order to avoid legal issues and ensure the recognition of your nonprofit status.
An association's articles of association are the basic document of an association, laying down the rules and structures under which the association operates. Therefore, it is important that the articles of association are clear, understandable, and legally correct. To assist you in drafting your new articles of association, I would like to mention some important provisions that should be included:
1. Name, registered office, and purpose of the association: The exact name of the association, its registered office, and its nonprofit purpose should be clearly defined in the articles of association.
2. Membership: Provisions regarding admission, termination, and rights and obligations of members should be included in the articles of association.
3. Organizational structure: The structure of the association, in particular the bodies (board, general meeting, etc.), their responsibilities, and the election and removal procedures should be clearly defined.
4. Financing: Provisions regarding financial management, budget planning, and accounting should be included in the articles of association.
5. Amendments to the articles of association: Procedures and majorities for amending the articles of association should be established.
There are many other points that can be regulated in an association's articles of association, depending on the needs and structure of the association. It is advisable to consult a lawyer specializing in association law when revising your articles of association to ensure that all relevant provisions are included and legally correct.
In addition to the mentioned points, specific clauses such as liability disclaimers for board members, provisions regarding the dissolution of the association and the allocation of assets in case of dissolution can be included to ensure the legal protection of the association.
I hope these guidelines will help you in creating a new, legally secure articles of association for your association. If you have any further questions or need assistance, I am at your disposal.
Best regards,
Otto Krebs
Attorney specializing in association law
