Your organisation’s articles of association (AoA) play an important role. They give your board of directors the information they need to run a limited company properly.
However, the policies your articles tell you to follow may not always make sense for the most recent version of your organisation. When that happens, your board can change these policies as long as you do so correctly.
Here is an overview of what articles of association are, why they are important, and what to do if you find that one or more aspects of your articles of association are no longer a good fit for your organisation.
What Are Articles of Association?
Knowing exactly how any legal entity is supposed to function is an important step in making sure policies are followed correctly and helping it meet its goals. Your organisation’s articles of association (AoA) is a list of policies and procedures that work closely with your bylaws, articles of incorporation, and the rest of your corporate structure to provide a detailed description of every aspect of your organisation’s operations.
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How to Amend Articles of Association
Even articles of association that worked well when they were incorporated may need to be adjusted as your organisation evolves, and making sure amendments are made correctly is an important step in maintaining organisation and transparency.
1. Review Existing Articles of Association
Updating your organisation’s articles of association starts with taking a close look at your current version to identify specific areas you would like to see changed. This could include outdated policies that do not reflect your current organisation’s values, information about specific board positions that no longer exist (or additions that cover the responsibilities of new positions), or other specific elements that are no longer supporting your evolving organisation as well as they once did.
2. Propose Amendments
Once you identify a specific policy or short list of policies you would like to change, you will need to formally share this information with the rest of your board of directors. Your bylaws should dictate the specific process you will need to follow when sharing your idea with the rest of your board, such as providing a minimum amount of time for them to consider how your amendments might positively or negatively affect the overall operations of your organisation and how they want to vote before being required to make a decision.
With this proposal, you will have the opportunity to share your vision for specific ways you think it will benefit your public or private company, which can increase the chances the rest of your board will agree with you and vote in your favor. Providing as much data as you can to support your idea can be an important step in helping your board see it from your point of view.
3. Hold a Meeting to Pass a Resolution
Passing any amendments to your articles of association generally requires holding a formal meeting to allow your board of directors to vote on your proposal. Your bylaws should provide specific details for how to coordinate this vote, such as requiring a minimum number of directors (or quorum) to be present, requiring a specific percentage of votes to pass instead of only a simple majority, or requiring votes to be secret. Be sure to follow these guidelines closely to ensure your results are fully legal, especially if your amendment will have a significant impact on how your organisation functions and ultimately affects your community.
Voting on amendments that are not urgent can often be included in your next regular board meeting as long as the director that creates your agenda includes it properly, and you can also hold a short emergency meeting to vote on an amendment for a problematic policy that needs to be changed as soon as possible.
4. File Amended Articles of Association
Once you have passed your amendments, you will need to submit an updated copy of your organisation’s articles of association that includes any changes you have made to your Secretary of State. This step serves as a means of formally notifying the person that is responsible for overseeing nonprofit organisations in your jurisdiction and making sure they comply with your area’s requirements to obtain nonprofit status of any changes you have made to how your organisation is run, and your Secretary of State will then review your updated articles of association to ensure that your new policies and procedures align with these guidelines. In most states, you may do this by mail or email.
5. Update Internal Records
After your amended articles of association have been finalised, making any changes you need to to your internal records is an important step in making sure they are correct whenever your board needs to reference them in the future. This is generally a quick process as long as you know where to find a digital or paper copy of your current articles of association, but making sure you are diligent about including every change you make is a must when it comes to avoiding confusion in the future. Once you have updated the master copy of your articles of association, it can also be a good idea to inform any third parties that support your organisation about any specific policies that may affect them.
Articles of Association Example
Knowing what a proper articles of association document looks like is an important step in making sure yours is formatted correctly and includes all pertinent information. Here is an example of a quality articles of association document that clearly describes how the organisation is run.
File Management Made Easy With OnBoard
Keeping track of changes to your organisation’s articles of association, or other documents such as your articles of incorporation vs. bylaws, and knowing where they can be found at all times is a must. It ensures your board of directors and company secretary can refer to the latest version of policies and procedures whenever a question or concern comes up. But being able to find a paper copy at a moment’s notice is often more challenging than it should be. Choosing a quality board management software program makes it easy to keep all your organisation’s important files and other key information in one place.
OnBoard allows you to store a digital copy of your organisation’s articles of association and any other documents you need to keep safe and be able to access quickly in a secure platform that can be accessed from anywhere. Some of our other frequently used features include customisable templates for creating and storing board meeting agendas and minutes, voting results storage, secure messaging, and storage for information about each board member’s credentials, continuing education credits, and other qualifications that can help you identify strong candidates for new responsibilities.
Get more help running modern board meetings with resources like “How to Write Articles of Incorporation” and more on the OnBoard blog. And confidently take notes at your next board or general meeting with our free board meeting minutes template.
September 21 at 2:00 PM ET. August 17 at 2:00 PM ET. Leading this session will be Donna Hamlin, Ph.D. Dr. Hamlin is a corporate governance executive with thirty years of corporate governance and strategy consulting experience.
About The Author
- Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.
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