Governing Documents

Governing documents are written instruments that define the structure, authority, and operational rules of an organization or entity. They serve as the foundational framework for how an organization is created, managed, and governed, and typically include provisions that outline the rights and responsibilities of members, officers, and other stakeholders.

Common Types of Governing Documents

• Charter or Articles of Incorporation/Association: Establishes the legal existence, purpose, and powers of a corporation or organization.
• Constitution: Outlines the fundamental principles and rules of an organization.
• Bylaws: Specifies the procedures and regulations for internal affairs, such as meetings, elections, and officer roles.
• Rules of Order and Standing Rules: Govern the conduct of members and the day-to-day operations of the organization.
• Codes, Covenants, and Restrictions (CC&Rs): Commonly used in homeowners’ associations (HOAs) to define property rights, maintenance obligations, and community standards.

Purpose and Importance

Governing documents provide clarity and consistency in decision-making, protect the rights of members (including minorities), and ensure that the organization operates within a defined legal and procedural framework. They are essential for resolving disputes, guiding leadership, and maintaining order within the organization.

Examples of Use

• Corporate Entities: Articles of incorporation, bylaws, and shareholder agreements.
• Nonprofits: Charter, constitution, and bylaws.
• Homeowners’ Associations: CC&Rs, bylaws, and articles of incorporation.

In summary, governing documents are the backbone of any organization, establishing its legal status, structure, and operational guidelines.