Writing a Constitution

Writing a Constitution - Introduction

As noted earlier, every organisation regardless of structure should establish a set of regulations or standard operating procedures. In the case of an unincorporated association this document is commonly referred to as the 'Constitution'. In an incorporated company it is referred to as the 'Memorandum & Articles of Association' (M&A). For the purpose of this guidance note, any reference to either Constitution or the M&A will have no significance to a particular legal structure.

Sub-chapters

• Definition
• Memorandum of Association (MOA)
• Articles of Association
• An example of a Constitution

Definition:

A constitution should set out the principles by which the National Governing Body will operate. It should detail the day to day running of the NGB and governing laws or rules. Policy and procedures by which the principles are to be implemented can be included in the regulations.

Memorandum of Association (MOA)

The memorandum of association (MOA) of a company, often simply called the memorandum is the document that governs the relationship between the company and the outside world. It is one of the documents required to incorporate a company in Ireland. A memorandum of association is required to state the name of the company, the type of company (such as public limited company or private company) , the objectives of the company, its authorised share capital, and shareholders of the company. A company may alter particular parts of its memorandum at any time by a special resolution of its shareholders, provided that the amendment complies with company law. The purpose of the MOA is designed to communicate to the public the state of affairs of the company and its purpose of being and operating.

Articles of Association

The articles of association of a company, often simply referred to as the articles, are the regulations governing the relationships between the shareholders and directors of the company, and are a requirement for the establishment of a company under law. Together with the memorandum of association, they form the constitution of a company. Articles of association typically cover the different voting rights, the rules of board meetings and general meetings, membership criteria, dissolution / winding up procedures, audit requirements and other similar issues.

A constitution of a NGB will need to develop rules, regulations and policies that are appropriate to the needs and requirements of the NGB. These can include:

• Disciplinary procedures
• Governance policies
• HR policies
• The Executive
• Membership
• Meetings
• Dissolution / disposal of property/assets

An Example of a Constitution

Articles of Association

1. Definitions

2. Organisation Name

• The name of the organisation is [ XXXXXX ]

3.Objectives of the organisation

• Promote and develop the sport of [XXXXXX ]as an amateur sport
• Promote opportunities and facilities to enable, assist and enhance participation, performance of members and enjoyment
• Represent the interests of [name of organisation]
• Promote, develop and coordinate competitions of the sport
• To affiliate and cooperate with other organisations and International Federation
• Comply with Anti-Doping and Code of Ethics

* Objects should be realistic and achievable e.g it operates within Ireland, avoid seeking world domination

4. Membership

• Classes of membership
• Members of Affiliated clubs
• Individual Members
• Memberships Fees
• Cessation of membership

5. Annual General Meetings (AGM)

• Proceedings at general meetings
• Voting Rights
• Board of Management
• Role of Board
• Delegation
• Proceeding of Board and Executive
• Term of Office - this will be dependent on the type/size of the organisation
• Vacancies on the Board
• Vacation of Office
• Minutes
• Extraordinary General Meeting

6. Disciplinary procedures

• Disciplinary Officer
• Disciplinary Panel
• Composition of the Disciplinary Panel
• Enforcement Powers
• Appeals
• Public Announcements
• Subsequent rule violations
• Conduct and responsibility

7. Matters outside of Disciplinary Panel

• Anti-Doping
• Code of Ethics
• Employment matters
• Child Protection

8. Miscellaneous

• Partnership
• Accounts & Audit
• Amendment of the Constitution
• Data Protection
• Arbitration
• Winding up
• Indemnity

Regardless of whether an NGB chooses an incorporated entity or an unincorporated association, the Constitution or the Memorandum & Articles of Assocaition are a vital document in the procedural operation of any organisation and should be reviewed regularly (at least every two years) to ensure its relevance to the organisation and the environment in which it operates.

Sport Ireland recommends that legal advice is sought to ensure that the policy and procedures are suitable to each national Governing Bodies needs.

Templates

• Irish Canoe Union - Governance Policy, January 2006
• West Cork Community Partnership - The Constitution & Annual General Meeting
• The Constitution of the Irish Tug-of-War Association
• Swim Ireland - Club constitution