Legal Responsibilities of Boards

Statutes, Charters and Articles of Incorporation
1.   Most agencies are established by legislation or by incorporation to meet certain community needs. Statutes for public agencies and Charters or Articles of Incorporation for voluntary agencies outline the general purpose for which organizations are established. It is recommended that Statutes, Charters, etc., be written in broad, general terms so there is flexibility for the organization to change specific aspects of their programs without legislative action or charter amendments.

2.   The Board should take legal advice to insure that the organization and operation of the Outward Bound School are in accord with law of the country governing non-profit corporations.

Bylaws

Some agencies have a constitution and bylaws, but others only have bylaws that include everything that would be in a constitution. The bylaws should include material covering the following subjects:

1. Outward Bound Center Function--it's purposes and services.
2. Membership--purposes and kinds.
3. Meetings--frequency, number of members constituting a quorum, attendance requirements.
4. Board of Directors--responsibilities, number, times of election and process for filling unexpired terms, length of terms and conditions for re-election, and a statement that no member should be paid trustee, client, employee, or a person receiving a fee for services.
5. Officers--number, election procedure, length of terms and duties.
6. Standing Committees--number, duties, types, procedures for reporting to the Board, etc.
7. Staff--relationship to the Board.
8. Fiscal Year--yearly accounting and budgeting period
9. Indemnification--provision for protecting board members, trustees, officers or
   employees against liability incurred while acting properly for the Outward Bound Center or on its behalf. Such indemnification may include reasonable attorney's fees and expenses actually and necessarily incurred in defense of an action, suit or proceeding brought against such a person. It can be achieved through carrying appropriate liability insurances.
10. Dissolution of the Outward Bound Center--statement protecting against members, trustees, officers or employees confiscating assets of the corporation. Directs how the assets of the Center shall be disposed of - generally to a not-for-profit organization with a similar purpose or perhaps to another Outward Bound_® School.
11. Rules of Order--Robert's Basic Rules are usually used.
12. Change of Bylaws--a statement indicating how bylaws can be altered, amended or repealed.
    
    

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