HOME

LAW FIRM

TEAM

OFFICE PERFORMANCE

PUBLICATIONS

CONTACT

OMBUDSMAN

Transparency and governance in associations: what the bylaws must provide

Associations are created to bring people together around a shared purpose, whether to represent a professional category, promote a cause, or develop an entire sector. For this mission to remain strong over time, good intentions are not enough—clear governance rules are essential. Transparency, accountability, well-defined responsibilities, and structured decision-making processes are what ensure trust, credibility, and institutional continuity. At the center of this framework lies the association’s bylaws, which act as its “constitution.” They define how decisions are made, who is responsible for the organization, who can represent it, and how financial resources are managed. When bylaws are outdated, overly generic, or simply copied from other entities, they tend to produce a confusing structure in which it is unclear who has authority to decide what, how general meetings are called, how leadership transitions occur, and how conflicts of interest are prevented. Such weaknesses often lead to mistrust among members, concentration of power in a few hands, poor accountability, and difficulty securing funding or partnerships, since sponsors and public institutions demand strong transparency safeguards.

Solid governance begins with bylaws that clearly outline the organization’s decision-making bodies—general assembly, executive board, and advisory or fiscal councils—describing each one’s duties and powers, and setting transparent criteria for elections, mandates, and leadership replacement. The bylaws must also regulate accountability, specifying deadlines and procedures for financial reporting, requiring the publication of activity and financial statements, and allowing internal or external audits when appropriate. Another crucial element is the definition of decision-making rules for strategic and financial matters, including policies to prevent and manage conflicts of interest, especially in hiring and partnerships. The document should also support sustainability and long-term planning, enabling cost centers, investment plans, and multi-year goals with impact indicators, so the association can grow without losing control or coherence. Finally, beyond formal rules, bylaws should foster a culture of transparency through accessible assemblies, permanent communication channels with members, and the public disclosure of management acts. In this way, bylaws become not merely a legal formality but a practical tool for stability, legitimacy, and trust—showing that in the third sector, transparency is not just a principle, but the foundation that sustains social impact and institutional survival.

Photo: Canva

MORE PUBLICATIONS

Energy price volatility and domestic maritime costs

Energy price volatility and domestic maritime costs

Global oil price volatility, geopolitical tensions and vessel availability constraints continue to affect maritime transportation costs worldwide. For Brazil, these global dynamics are directly relevant to cabotage and offshore logistics, where bunker prices, charter...

Bunker cost volatility and fuel regulation

Bunker cost volatility and fuel regulation

Brazil’s cabotage market is facing increased pressure from freight costs and sharp fluctuations in bunker fuel prices. Bunker fuel remains one of the largest operating expenses for vessel operators, and volatility can directly affect the economics of maritime...

AFRMM exemption and the cost of maritime competitiveness

AFRMM exemption and the cost of maritime competitiveness

Brazilian shipping companies are advocating for a five-year extension of the non-incidence of the AFRMM on certain navigation operations. The sector argues that maintaining the exemption is important to preserve cabotage competitiveness, reduce logistics costs and...