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Constitutions for Non-Profit Organisations

What is covered in this guide?

This guide gives an introduction to constitutions for non-governmental organisations (NGOs) and community-based organisations (CBOs). It is written for organisations that aim to make a contribution to society and organisations that are not set up to make a profit (non-profit organisations).

This guide has the following sections:

  1. What do you use Constitutions for?
  2. Important things to know about Constitutions
  1. Constitutions are long-term decisions
  2. Using constitutions
  3. Different kinds of organisations are covered by different laws
  1. Important things to know about non-profit organisations.
  1. What is a non-profit organisation
  2. What is a non-governmental organisation
  3. The Non-profit Organisations Act
  4. Different types of non-profit organisations
  5. Registration if the three types of NPOs
  6. Decisions to be made before drawing up a constitution or founding document

There are three other guides in our Community Organisers Toolbox that will give you more details on the legal requirements for non-profit organisations. They were written and produced by the Legal resources Centre [LRC]. Click below to go to them:

  1. Legal structures commonly used by non-profit organisations
  2. The Non-profit Organisations Act 
  3. A model constitution for a voluntary association with explanatory guidelines

You will find details about LRC and how you can contact them in these guides
The Education and Training Unit would like to thank LRC for making their material available.

  1. Contact details of those who can offer further assistance

  1. What do you use constitutions for?

A constitution is the foundation for building an organisation. It should contain all the key agreements made by members on how the organisation will work. In law it is called the "founding document" and it is legally binding on the executive and members of the organisation. It should tell you the following:

  1. Why the organisation exists, its purpose and objectives; 
  2. Who the organisation's key constituency and stakeholders are, who should benefit from its work; and
  3. How the organisation intends to work, its broad principles and the basic structures for decision making and getting the work done as well dealing with the finances and assets of the organisation.

The constitution or founding documents should be clear and simple so that members understand their rights and responsibilities, leaders understand their mandate and how to be accountable and members of the public understand why the organisation exists and how it operates. See the LRC guides for more details on the legal requirements for different types of NPOs. The constitution or founding documents will usually have detailed and clear sections on:

  1. Important things to know about constitutions

  1. Constitutions are long-term decisions

Constitutions should be written so that they will not need to be changed throughout the life of an organisation. They should not need to be changed often, although they can be changed [amended] if members feel the need to make new agreements about the basic principles of the organisation. It is a major decision to change a constitution and the existing constitution should say when and how it may be done. Any changes should be publicised to members and the public [if relevant] and if you have registered your organisation, you will have to inform the bodies with whom you registered. 

Constitutions should not be too detailed. They should record only those agreements that will remain true throughout the life of the organisation or until some major change happens. They should only record basic and long-term facts about the organisation that you will not need to change often. They should not, for example, include specific objectives that are only relevant for a short part of the organisation's life span. The objectives you include should be relevant to the long-term goal and purpose of the organisation. The description of structures also should not be too detailed. It should not contain names or other specific details that will change as the organisation develops. Only the main structures and their functions should be covered, as you may want to change parts of the structure from time to time. For example you may say " A Chairperson, secretary, treasurer and at least three additional members will be elected as an executive at the AGM" This allows you to change the number and the portfolios on the executive as your needs change, without having to amend your constitution.

  1. Using constitutions

The constitution is the key founding document of an organisation. It is a record of agreements on the basic principles of the organisation and is legally binding on all members. Constitutions are not like plans. They should not change regularly. The Constitution records all those agreements that will be important for the whole life of the organisation. Constitutions play a key role at different times in the organisation's life:

  1. Different types of organisations are covered by different laws and need different founding documents

The legal word for constitutions is "founding document". In South Africa different types of organisations need to have different types of constitutions or founding documents.

your constitution will depend on what type of legal structure your organisation has and what law it falls under. Some kinds of organisations must have written constitutions or founding documents that are legally registered. Others do not have to register their constitutions, although they may, if they wish to do so. If you need to register you organisation, the laws will tell you what kind of founding documents you will need in order to register the organisation. 

The three main types of non-profit organisations are:

See the LRC guide on Legal structures commonly used by non-profit organisations for guidelines on the differences between these types of non-profit organisations and on what their founding documents should cover.

The type of founding document you must have and what it should cover according to the law will be affected by:

  1. Whether your organisation is a non-profit organisation or not.
  2. If your organisation is a non-profit organisation, what type of non-profit organisation it is.
  1. Important things to know about non-profit organisations

  1. What is a non-profit organisation

Non-profit organisations (NPOs) do not exist to make a profit from the work of the organisation for the owners or members of the organisation. They exist to serve some public purpose rather than just serving the personal interests of the owners or members of the organisation. They exist for the benefit of the general public or specific sections of the public. If members receive payment or benefits, it is only in the form of a reasonable salary and benefits in return for the work that is done as an employee of the organisation. Any profit that is produced is used by the organisation to make a greater impact in terms of their public purpose.

The main purpose of for-profit organisations is to make money for members or owners.

The definition of non-profit organisation (NPO) covers all organisations that do not exist to make profits for owners or members. It does not cover private companies or even co-operatives or income generating projects that exist solely to produce benefits for members. The law regards these as for-profit organisations. Organisations that exist to help communities develop income-generating projects would, however, usually be NPOs. 

Most NPOs have to rely on grants and donations from fundraising because NPOs usually serve sections of the community that could not afford to pay the full cost of the service. NPOs do not usually choose their target groups according to who can pay for the service, but according to who needs the service most.

  1. What is a non-governmental organisation [NGO]

Non-governmental organisations (NGOs) are organisations that are not part of government. This is a wide group of organisations, from large charitable NGOs like Child Welfare to small community organisations like sports clubs or civics. This could, technically, cover private companies but, in practice, when we refer to NGOs in South Africa, we mean only those non-governmental organisations that are non-profit as well. 

This guide on Constitutions is only relevant to organisations that are both non-profit and non-governmental. If your organisation is formed as a co-operative or income-generating project, you should contact the Legal Resources Centre (details provided below) for advice on where you can go for help.

  1. The Non-Profit Organisations Act 71/1997

In South Africa the Non-Profit Organisations Act (NPO Act) covers non-profit organisations and the legal steps for registering them. 

For a full explanation of what a non-profit organisation is and what different structures can be used, see the LRC guide on Legal structures commonly used by non-profit organisations

The NPO Act and the steps for registering an organisation are dealt with in detail in the LRC guide to the Non-profit Organisations Act. 

Co-operatives (co-ops) are not NPOs and do not fall under the NPO Act. The Legal Resources Centre defines a co-op as "a group of people, who are the members, who together own and control an enterprise for the profit and benefit of themselves. A co-op has the potential to operate democratically in that the members may work for themselves and decide together how to run the co-op and how to share the profits fairly." Co-ops are usually formed so that people can either work together to buy goods (in bulk, for example), market and sell goods produced, trade in goods or jointly produce goods. Because co-ops are formed to produce profits for the members, they do not fall under the NPO Act. Co-ops register with the Registrar of Co-operatives at the Department of Agriculture using a number of founding documents that are required. This guide will not be relevant to co-ops.

  1. Different types of Non-Profit Organisations

This Guide is intended only for those organisations that fall under the Non-Profit Organisations Act (NPO Act). There are, however, different types of NPOs.

All organisations that fall under the Non-Profit Organisations Act (NPO Act) may choose whether to register with the Non-Profit Organisation (NPO) Directorate of the Department of Social Development. But, some types of non-profit organisations must register under other laws, whether or not they register with the Department. These laws tell you what must be coved by the founding document of your organisation. 

The three most basic types of non-profit organisations are:

The LRC guide on Legal structures commonly used by non-profit organisations will help you to understand

Contact the Legal Resources Centre Office nearest to you for advice if you need it.

  1. How does the law affect founding documents and registration of the three different types of NPOs?

  1. Decisions to be made before drawing up a constitution or other founding document

Before an organisation draws up a constitution, the members must make decisions about the following things:

Your decisions in each of these three areas will affect what kind of constitution you need. The detailed guide developed by the LRC on constitutions on Legal structures commonly used by non-profit organisations will be very relevant to those who wish to register their organisation as a non-profit organisation - that is either a Voluntary Association, a Trust or a Section 21 Company. The guide is also useful for NGOs and community organisations that do not wish to register but would like a constitution that is clear and useful to members.

  1. Contact details for those who can offer further assistance

  1. Legal Resources Centre (LRC)

The majority of the information provided in the guidelines on Constitutions above comes from the Legal Resources Centre (LRC). It would be advisable to check with them whether the information provided in these guidelines is still up to date and correct because the laws and regulations applying to NPOs could change. The Legal Resources Centre's Non-Profit Organisations Legal Support Project provides the following services:

The LRC is bound by the policies of the Law Society that specify that they may only offer their services to organisations that could not otherwise afford such legal services. Organisations that can afford to pay for legal assistance from income or donations can contact LRC to find out which legal practitioners in their area are familiar with the legal environment of non-profit organisations.

LRC's Non-Profit Organisations Legal Support Project is based in the Cape Town office but advice and assistance can also be requested at the LRC's Pretoria, Johannesburg, Grahamstown and Durban Offices. Details of how to contact each of these offices are provided at the end of the LRC guide on Legal structures commonly used by non-profit organisations.

  1. Department of Social Development, Directorate of NPOs

Applications to register under the NPO Act must be sent to the Directorate of NPOs at the Department of Social Development:

Directorate of NPOs 
Tel: (012) 312 7676

Department of Social Development
Private Bag X901

  1. The South African NGO Coalition (SANGOCO)

SANGOCO has produced an introductory guide on how to set up a non-profit organisation. This also contains advice specific to the different types of NPOs. The guide is called The NGO Starter Pack.

National Office
Penny Dlamini
Tel: 011 403 7746
Fax: 011 403 8703

Western Cape
Jessica Fortuin
Tel: 021 706 2050
Fax: 021 706 0765

Eastern Cape
Sarah Hugow
Tel: 043 743 7725
Fax: 043 743 2656

Northern Cape
Marci Manong
Tel 027 712 3011
Fax: 027 712 1212

Northern Province
Vonani wa ka Bila
Tel: 015 295 3542
Fax: 015 295 3541

Free State
Baba Michael Jordaan
Tel: 056 215 2316
Fax: 056 215 2316

Lungi Mathole
Tel: 012 429 6040
Fax: 012 429 2316

KwaZulu Natal
Hlengiwe Gasa
Tel: 031 307 1061
Fax: 031 306 2261

North West
Kopano Molefe
Tel: 018 381 4901
Fax: 018 381 6258

Meshack Nkabinde
Tel: 017 683 0974
Fax: 017 683 0135

  1. Assistance for income generating projects and co-ops

These organisations are regarded as for-profit type organisations and will not fall under the NPO Act. The following are some organisations that may be able to help these kinds of organisations with assistance and advice:

Centre for Small Business Promotion
Tel: 08000 37 007 (free help line of the Department of Trade and Industry

Tel: 0800 11 38 57 (free help line)

Self-Employed Women's Union
Tel: (031) 304 3042


Meeting skills   |   Inputs and verbal reports   |   Executive portfolios   |   Conflict management
Planning   |   Understanding your constituency   |   Recruiting membersGuide to Constitutions
Guide to the Nonprofit Organisations Act  |  Legal structures commonly used   
Education & Training guide

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