Drafting the articles of association for a 1901 law association

The foundation: what the law actually requires

The 1901 Act is remarkably non-directive: it leaves it to the founders to organise their association. For an association declared under common law, the declaration must identify the title, purpose, headquarters, and operating rules of the structure. Everything else is a choice.

This freedom is a classic trap: bylaws copied online often impose a heavier operation than necessary — a board of directors of twelve people for an association that has eight, a quorum of half the members for a general meeting that gathers a third.

Write the subject line: neither too specific nor too vague

The purpose defines what the association can do, conditions access to certain grants and serves as a reference in case of dispute. A purpose that is too narrow forces a change in the statutes at the first new activity; a purely decorative purpose convinces no funder. The formula that works states a lasting goal, then a list of means introduced by "notably".

Member categories, membership and termination

• Categories. Active members, benefactors, honorary members, students: each with its voting rights and level of dues.
• Admission. Who decides on admission, within what timeframe, with what possibility of reasoned refusal.
• Loss of membership. Resignation, non-payment, removal: provide at minimum for the convening of the person concerned and their right to present their observations.
• Dues. Refer the amount to the internal regulations or the General Assembly rather than writing it into the bylaws.

Decision-making bodies and mandates

Describe only the bodies you will actually bring to life: the general assembly, and depending on the size, a board of directors and an executive committee. For each, set the composition, term lengths, election method, meeting frequency and voting rules. Explicitly provide for vacancies during a term and the possibility of remote deliberations: two clauses that prevent most deadlocks.

Resources, fiscal year, and dissolution

List the authorised resources — membership fees, contributions, grants, sales related to the purpose — and set the opening and closing dates of the financial year. Finally, provide for dissolution: what majority, who liquidates, and who receives the liquidation surplus, knowing that it cannot be shared among members.

Keeping bylaws active with Bonjour

Bylaws are only useful if they can be found and their applicable version proven. In Bonjour, bylaws, minutes, and receipts live in document management with successive versions, an audit log, and electronic signature. Notice and minutes templates automatically include the deadlines and majorities written in your bylaws, reducing the risk of contestable decisions.

Frequently asked questions

What are the mandatory clauses in the bylaws of a 1901 law association?

For an association declared under common law: the title, the purpose, the registered office, and the operating rules, notably the decision-making bodies and the procedures for amendment and dissolution. The rest falls under the contractual freedom of the founders.

Are internal rules necessary in addition to the bylaws?

It is not mandatory, but it is recommended. The internal rules specify daily operations — contribution amounts, schedules, discipline, use of premises — and can be modified without convening an extraordinary general meeting, unlike the bylaws.

How to change the bylaws of a non-profit?

By following the procedure set out in the bylaws themselves, generally an extraordinary general meeting with a quorum and a reinforced majority. The modification is then declared to the registry of associations, accompanied by the minutes and the updated bylaws.

Which clauses prevent deadlocks?

A purpose broad enough to cover future activities, realistic quorum rules regarding the number of active members, a practical convening procedure by email, and clear procedures for the removal and replacement of leaders during their term of office.