The charter of non-governmental organization: why is it so important to draw up it correctly?

The charter of the organization actually regulates most part of its activities. It is the norms of the charter, which set the internal structure and organization of any legal entity.

This means that if some provisions are spelled out in it incorrectly, or even omitted altogether, this will affect various aspects of the organization’s activity to a critical degree.

Today we will talk about our practical experience in cases where the charter was not drawn up correctly and reasonably. What to do in this case and who to contact?

Related article: Bringing the charter into compliance with the new legislation: myths and reality

Essence of the matter

In August 2019, we were approached by a Client who is one of the members of the Board representing the Ukrainian center of the world-famous non-governmental organization.

The essence of their appeal was the need for a written consultation on the legality of the actions of the Conference and the Leader. He asked to check the charter of his non-governmental organization for compliance with the current legislation. He was also interested in whether the results of the last Conference, which was held in accordance with the current charter, would be legitimate.

As the Client explained to us, the non-governmental organization that he represents operates on the fundamental principles of constant change in the Management and all members of the Management Board of the Organization. Therefore, the issue of the correct rotation of persons in managerial positions was very important, which was the essence of legal advice.

Our actions

For simplicity and clarity, we structured the work in several stages.

Firstly, we had a preliminary conversation, for a general understanding of the situation, in which it turned out that:

• During another Conference, it did not fully fulfill the functions assigned to it and simply re-elected the old manager, forgetting about the fundamental principles and goals of the non-governmental organization mentioned above.

It was here that the help of a qualified lawyer, who could assess the legality of such actions and give the right recommendations, was needed.

Secondly, we asked to provide the statutory documents and other provisions governing the activities of the governing bodies of the organization in order to review them in terms of legal accuracy and compliance with the law.

At that stage, it turned out that:

• Most of the provisions of the Charter of the Client were long outdated and contained wording that did not quite correspond to the wishes of the Client, because their content did not meet the practice of non-governmental organizations.
• There were too many additional Provisions (governing certain issues of governing bodies) in the charter, and they only complicated the work of the organization. In addition, they included not very specific wording, which made it possible to interpret norms in various ways and abuse powers.

The next step we took was to get attention to the Laws of Ukraine, which regulate the activities of non-governmental organizations and associations of citizens.

We determined that the above actions of the Conference on the election of a leader were absolutely legal, because the provisions of the Law of Ukraine "On Public Associations" determine that the powers of the previous leader are valid until the election of a new Manager.

We also drew the attention of the Client to the inconsistency of certain provisions of the charter documents with the Law.

Related article: Bringing the charter into compliance with the new legislation: myths and reality

The outcome of our work

The Client received a written consultation with answers to their questions and links to the statutory documents and laws of Ukraine, so that they could familiarize themselves with the current situation with their non-governmental organization.

We offered them the help of our lawyers in preparing a new revision of the charter and writing such provisions that would suit them. We also provided recommendations on how such provisions would work in practice and where possible risk zones would come about so that our Client could avoid them in advance.

To resolve the situation with the members of the Conference, we proposed the following action plan: participation of our lawyers in the negotiation process for a better and clearer solution of the issue of the Head of a non-governmental association.

Related article: Conferences of non-governmental organizations: problem issues, particularities of procedure

If you want to find out if the provisions of your Charter comply with the legal standards, and whether they will affect the work of your organization in the future, please turn to our lawyers for consultation.