One of the best ways for board members to avoid liability risks and contribute to the organization’s smooth functioning is to be familiar with the constitution and by-laws. These document the legal and functional responsibilities assumed by each individual who becomes a director of the board.

The constitution is a written document which outlines, broadly, the scope and principles of the organization’s governance. It is often the basis of your letters patent. Every agency’s constitution will be unique, reflecting different communities, philosophies and history.

The constitution describes the objectives, structure and procedures for governing the organization.

While the constitution outlines the “big picture” or mandate of the organization, the by-laws are a more specific set of rules.

By-laws are the standing rules which govern the organization’s business by specifying the internal workings of the board as well as day-to-day operations.

Both documents are initially drafted by some or all of the founding members. In some cases, legal experts may be hired to draft the initial documents and help the organization through the incorporation process.

Not only should board members be familiar with the content and intentions of the constitution and by-laws, but they should review them at least once a year.A process should clearly set out how the review and updating will be managed. Usually by-laws are reviewed by a By-law Review Committee which makes recommendations to the entire board. By-law changes must then be approved by the membership as stipulated in the Corporations Act of Ontario. This is often done at the Annual General Meeting. Consider your process and remember to emphasize how you will ensure that these documents are accessed, circulated and understood within the organization.