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Rules of procedure in an association - why are they so important?

Every association has a constitution - but what about rules of procedure? One thing is certain: small associations benefit from rules of procedure just as much as larger ones. This is because they provide a framework and set of rules for co-operation within the association. What are their aim and purpose? How do you draw up rules of procedure and what do they actually contain? We provide an overview.

spized | Club management

March 21, 2025 |

Whats’ on this page

1. Sense and purpose of the rules of procedure in the association

2. Difference between articles of association and rules of procedure

3. Contents of the Rules of Procedure

4. Internal vs. external rules of procedure

5. Last but not least: Our three tips for creating rules of procedure

Sense and purpose of the rules of procedure in the association

First of all, a definition: Rules of procedure for associations are a set of rules that regulate the internal organisation and processes within the association. Their main aim is to ensure clarity and legal certainty in all actions within the association, to establish standardised regulations and thus to organise the life of the association.

They supplement the association's articles of association and can specify details that are not directly contained in the articles of association in order to ensure the functioning of the association. For example, the rules of procedure describe exactly how meetings are organised and held. They professionalise the life of the association by providing clear guidelines. Good rules of procedure answer the organisational questions that can arise in the association so that members and association committees can concentrate on effective and goal-oriented cooperation.

The rules of procedure for an association are not prescribed by law. However, if they do exist, they are binding for all association bodies.

Difference between articles of association and rules of procedure

Why not regulate all organisational details in the articles of association? Good question! The main reason for this is that the articles of association are not so easy to change. Even marginal, organisational changes could only be made to the articles of association at a general meeting - very time-consuming and not feasible at short notice. The internal rules of procedure, on the other hand, are a document that can be changed more easily and quickly, for example by a board resolution. The rules for amendments should be defined in the rules of procedure themselves. In principle, the rules of procedure must not contradict the articles of association or the general legal provisions for associations in the German Civil Code (BGB). It is not permitted to change or weaken the regulations laid down in the articles of association through the rules of procedure.

Should an association go to the trouble of drawing up rules of procedure? The advantages are obvious: thanks to their flexibility, the association can react easily to changes at any time. The clear rules written down avoid misunderstandings, errors and breaches of the law. In addition, the articles of association remain clear and are not overloaded.

Contents of the Rules of Procedure

The contents of the rules of procedure are as individual as the association itself. In principle, the following topics should be covered - this implies answering some questions in detail during preparation:

Scope of application: To which association bodies and meetings should the rules of procedure apply? It should be specified here that the rules of procedure apply to all meetings in the association. It can also be explained when meetings are open to the public and when spectators such as members of the press are not permitted.
Quorum: When is a committee quorate? Since in reality not all members are always present at a meeting, this point is particularly important.
Convening: Which participants are invited to meetings and by what means? If the association's articles of association contain regulatory provisions such as the appointment of the Executive Board, the rules of procedure refer to the articles of association.
Chairing a meeting: Who chairs a meeting? What rights and duties does this person have? What are the substitution rules? The chair of the meeting is responsible for the legally correct conduct of the meeting and for ensuring that the meeting is conducted in accordance with the rules of procedure, the association's articles of association and the applicable legal provisions. This is a major responsibility, which is why clear guidelines are crucial here. After all, the way in which a meeting is chaired also has an influence on the atmosphere and the quality of the resolutions.
Order of speakers: Is a list of speakers to be drawn up? Who is in charge and who gives the floor? As not all meetings run harmoniously in reality, this point should also be defined in order to maintain a democratic approach and fairness even in the event of differences of opinion and to guarantee equal rights for all.
Minutes: Who prepares the minutes? How are they communicated to members of the association? The topic of minutes also contributes significantly to transparency and structure in the association. The rules of procedure contain administrative rules on the form and content of minutes, their archiving and any communication to association members.
Written motions and points of order: How are written motions handled? Who is authorised to submit a motion and what formalities must be fulfilled? In most cases, the articles of association regulate who is authorised to submit motions in the association. The rules of procedure should therefore be more specific and contain provisions for submitting motions - including for urgent motions and motions on the rules of procedure themselves. This lends professionalism and creates transparency.
Voting and voting authorisation: How are motions voted on? Who is authorised to vote and what majority is required? Is voting secret or open? Clarity in the voting process also contributes to the professionalism of the organisation. Therefore, the order of motions, the persons authorised to vote and the required majorities should be defined.
Communication: Which means of communication are used internally and externally? This should also include guidelines on how to deal with social media and data protection for all members of the association.
Elections in the association: How are people elected to office in an association? When is an election valid or invalid? One of the most important legal points in an association is the election to an office. The election of the board of directors is regulated by law or by the articles of association. For this and other internal association elections, the rules of procedure have the task of defining the organisational framework conditions, for example describing the exact procedure for an election, in order to avoid any legal discrepancies.
Other: In addition to these extensive topics, the rules of procedure of an association can also contain other details, such as procedures in the event of the resignation of board members, regulations on membership or the payment of contributions by association members. Of course, guidelines on financial issues such as spending authorisations can also be specified. For example, who is authorised to buy new jerseys for teams and what proportion of the costs is covered by the club? By the way, you can design your new jerseys yourself in a particularly creative, simple and quick way with Spized's innovative 3D configurator.

Internal vs. external rules of procedure

The difference between an association's internal and external rules of procedure lies primarily in their scope of application and how they are addressed.

The internal rules of procedure apply exclusively to the members of the association and the internal bodies of the association. They are drawn up and adopted personally by the Executive Board - neither the General Assembly nor individual members of the association are authorised to amend the internal rules of procedure. Changes can therefore be made by the members of the Executive Board at any time. For reasons of transparency, the Executive Board should therefore communicate every change plus the associated justification to the members of the association.

The external rules of procedure, on the other hand, can also concern external persons or institutions, e.g. partners, sponsors or members in contact with the public. They therefore primarily contain regulations on the external impact or the association's dealings with external parties. For example, they may contain regulations concerning the quorum or the voting on motions, as well as guidelines for public relations work or a code of conduct for association representatives. The external rules of procedure are adopted and amended by the general meeting and are also legally binding for the Executive Board.

Last but not least: Our three tips for creating rules of procedure

Simplicity: Formulate the regulations clearly and comprehensibly and avoid ambiguous nested sentences.
Flexibility: Avoid unnecessarily rigid regulations and leave room for options - of course only for topics where this is not important.
Transparency: Involve the members in the creation or adaptation of the rules of procedure. This creates trust and commitment.

Once the association has invested in the detailed creation of rules of procedure, it pays off in the long term. After all, once written down, they are a great help and security for smooth club life in the long term. Of course, they need to be updated from time to time - but now you know what's important.