Redefining Articles of Association Doesn’t Start (and Stop) with a Lawyer

When a membership body decides to modernise its articles of association, the default reflex is often to send them to the lawyer. That seems sensible on the surface. Articles are legal documents, after all. Surely a lawyer is the right person to bless them?

The truth is more nuanced. Yes, articles sit within the legal framework of company legislation. Yes, they need to be compliant. But in practice, articles are much less about black-letter law and far more about governance design: the rules of the road for how your organisation makes decisions, empowers members, and steers its future.

That is why relying solely on a lawyer to “review and approve” new articles is a misstep. You risk ending up with a technically sound, but functionally useless, constitution. Articles drafted by lawyers often err on the side of legal caution, not organisational effectiveness. They may prevent problems in court but create plenty around the board table.

What Articles Really Do

Articles of association are not complex legal codes. They’re not statutory instruments. They’re not tax law. They are, in essence, the instruction manual for how a membership body governs itself.

They set out:

• The extent of the company's function and how directors can exercise power.

• Who can be a member, and on what terms.

• How members exercise their rights (votes, resolutions, meetings).

• How directors are appointed, removed, and held accountable.

• How decisions are made in between general meetings.

• How disputes or deadlocks are resolved.

Each of these points has far more to do with governance than with law. They’re about power, accountability, transparency, and agility. They define the relationship between a board and its members, between a chair and the CEO, between committees and staff.

Get them wrong, and you don’t just risk a breach of statute. You risk confusion, conflict, and stagnation.

The Lawyer’s Lens

A good lawyer ensures your articles are compliant with company law and consistent with other relevant obligations (for example, if you’re a charity regulated by the Charity Commission). That’s important.

But most lawyers will approach articles with three priorities:

1. Compliance – Is it lawful?

2. Risk limitation – Does it reduce liability?

3. Precedent – Does it follow the model or what other organisations have done?

Those are sensible legal priorities, but they often ignore the wider question: does this help the organisation function better?

Articles written by lawyers tend to be defensive. They close down flexibility in the name of certainty. They use archaic language in the name of precedent. They assume problems will be resolved in court, when in reality most problems never get that far and instead they play out in member meetings, committees, and boardrooms.

The Governance Specialist’s Lens

A governance specialist approaches articles from a different perspective:

1. Purpose – Do these articles reflect the mission and culture of the organisation?

2. Clarity – Will members, directors, and staff understand them? Can they actually use them?

3. Functionality – Will these rules support effective decision-making and leadership?

4. Flexibility – Will they still work when the organisation grows, merges, or modernises?

A governance expert knows that the most common problems with articles are not breaches of law, but breaches of common sense. Terms of office that trap boards in cycles of perpetual re-election. Voting systems that confuse or disenfranchise members. Provisions that make it impossible to run hybrid AGMs. Definitions of “membership” that don’t reflect reality.

A lawyer might not spot those pitfalls because they’re not illegal, but they are corrosive to governance.

The Cost of Getting It Wrong

Consider three common scenarios:

• Board churn without renewal. Articles that allow indefinite reappointment of directors. Perfectly lawful, but it breeds stagnation. A governance review would flag the lack of term limits. A legal review might not.

• Member apathy. Articles that require high quorums for general meetings. Legally sound, but impossible to achieve in practice. Meetings fail, legitimacy suffers.

• Digital frustration. Articles drafted years ago that make no provision for online voting or hybrid meetings. Compliant in 2006, unworkable in 2025.

None of these issues will land you in court. All of them will cripple your ability to operate as a modern membership body.

Why Organisations Default to Lawyers

If governance specialists are so crucial, why do so many organisations default to lawyers? Three reasons:

1. Perception of complexity. Articles look like legalese. Boards assume only lawyers can touch them.

2. Fear of liability. Directors see legal advice as a shield. “We took counsel” feels like due diligence.

3. Optics. Having “the lawyer reviewed it” reassures members, regulators, and auditors that the organisation is serious.

All understandable, but they lead to a culture where legal compliance is equated with good governance. It isn’t.

The Right Sequence

The answer isn’t to cut lawyers out but to bring them in at the right time. The sequence should be:

1. Governance review. Start with a specialist who understands how your board and members actually function. Redesign the articles to fit your purpose, strategy, and culture.

2. Board and member engagement. Test drafts with those who’ll use them. Translate legal jargon into plain English. Build consensus around the changes.

3. Legal review. Once the governance shape is right, ask a lawyer to check for compliance, tidy the drafting, and confirm you’ve not inadvertently broken the law.

This way, you get the best of both worlds: articles that work and are lawful.

The Governance Dividend

Bodies that follow this path see real benefits:

• Stronger legitimacy. Members understand and trust the rules.

• Better boards. Clearer powers, defined terms, more effective oversight.

• Agility. Capacity to adapt, merge, or innovate without rewriting the constitution every few years.

• Reduced conflict. Fewer ambiguities, fewer disputes, more time focused on mission.

Good governance is not about minimising legal risk; it’s about maximising organisational effectiveness. Articles are the foundation of that.

Articles of association are legal documents, yes, but they are first and foremost governance documents. They are the script your organisation follows. When you rely only on a lawyer, you risk ending up with articles that tick the compliance box but trip you up everywhere else.

A smarter approach is collaborative: governance first, legal second. That’s how you produce articles that don’t just avoid court but actively enable leadership, accountability, and growth.

In short: your lawyer can keep you out of trouble. Your governance specialist can set you up for success. You need both, but never in the wrong order.