Kara Sears
A constitution and bylaws are both governing documents that dictate the rules and principles of an organization. However, they serve different purposes and have distinct levels of authority. A constitution is a higher-level document that outlines the fundamental principles, doctrine, and laws that govern an organization or nation. It serves as the basis for the organization's structure and operations and is deliberately made difficult to change. On the other hand, bylaws are the rules and regulations created by the organization to manage the actions of its members and guide its day-to-day operations. Bylaws operate within the framework set by the constitution and are typically easier to amend. While some organizations may choose to have only a constitution or only bylaws, others may adopt both, with the constitution taking precedence in the event of any contradictions.
| Characteristics | Values |
|---|---|
| Level of authority | The constitution is a higher authority than bylaws |
| Frequency of changes | The constitution is not meant to be changed often, while bylaws should be amended every 5-10 years |
| Difficulty in making changes | It is more difficult to amend the constitution than the bylaws |
| Nature of rules | The constitution contains the most basic rules and structure of the organization, while bylaws deal with day-to-day operational rules |
| Nature of document | The constitution is a legal document, while bylaws are a tool used by organizations to manage specific programs |
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What You'll Learn
Constitution and bylaws: two types of governing documents
Constitutions and bylaws are two types of governing documents that are often used by organisations. While the former is a higher authority, the latter is a tool used to manage and operate specific programs.
A constitution is a system of fundamental principles, doctrine, and laws that serve as the basis for the governance of a nation, state, or organisation. It is the supreme law of the land and establishes governmental authority and power, as well as limitations and grants of rights. In the context of an organisation, it contains the most basic rules and structure, which are not meant to be changed often. It is deliberately made difficult to amend, requiring greater-than-normal notice requirements and a higher vote threshold.
Bylaws, on the other hand, are the governing regulations of an organisation's internal affairs. They deal with operational rules and policies for conducting day-to-day business and are meant to be amended more frequently than constitutions. For example, bylaws may include rules on membership fees, which may change over time.
Some organisations operate with only a constitution, only bylaws, or both. When an organisation has both, the constitution takes precedence and the bylaws must comply with and cannot contradict it. Having a single document can reduce potential duplication or conflict between the two.
Both constitutions and bylaws are important governing documents that help organisations function effectively and ensure compliance with their rules and regulations.
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The constitution ranks higher
The constitution and bylaws are both governing documents, or documents of authority, of an organization. While bylaws are the governing regulations of a corporation or society's internal affairs, the constitution ranks higher as it contains the most basic rules and structure of the organization. It is a system of fundamental principles, established doctrine, and laws that serve as the basis for the governance of a nation or organization.
The constitution is deliberately made difficult to change, requiring greater-than-normal notice requirements and a higher vote threshold than a majority. It is meant to be more rigid and unchanging than bylaws, which should be amended every five to ten years as needed. The constitution should contain articles that are rarely changed. For example, the dues charged by an organization belong in the bylaws or standing rules, not the constitution.
In the case of a local league constitution, it is a legal document that governs the operations of the local Little League program. It covers items such as membership, election, discipline, and finances. Once a constitution is adopted, it remains in force until it is amended.
If an organization has both a constitution and bylaws, the bylaws must comply with and cannot contradict the constitution. They fall into a hierarchical order, with the constitution at the top, followed by the bylaws, and then the adopted parliamentary authority.
While Robert's Rules, as outlined in the book Robert's Rules of Order Newly Revised (RONR), prefer a single governing document called bylaws, the term used by an organization or whether it is a combination of a constitution and bylaws is less important than what is inside the document.
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Bylaws are more flexible
While a constitution and bylaws are both governing documents, bylaws are more flexible.
A constitution is a system of fundamental principles, doctrine, and laws that serve as the basis for the governance of a nation, state, or organization. It is deliberately made difficult to change, requiring greater-than-normal notice requirements and a higher vote threshold than a simple majority. It is meant to provide a stable framework for an organization, and it ranks higher than bylaws.
Bylaws are the governing regulations of a corporation or society's internal affairs. They are meant to be amended more frequently than a constitution, typically every five to ten years, and they must comply with the constitution. They deal with operational rules and policies for conducting day-to-day business. For example, bylaws may include the tournament team selection method for a sports league, or they may specify that unit dues are always $5 more than the dues required by the department and national organizations.
Having a single document, either a constitution or bylaws, can reduce potential duplication or conflict between the two. Bylaws are more flexible than a constitution, as they can be changed more frequently and are not meant to provide an unchanging framework for an organization.
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Constitution: fundamental principles
A constitution is a system of fundamental principles, doctrine, and laws that serve as the basis for the governance of a nation, state, corporation, or similar entity. It is the highest-ranking governing document and contains the core purpose, structure, and basic rules of an organisation. The constitution is deliberately made difficult to change, requiring greater-than-normal notice and a higher vote threshold than a majority.
The constitution should include articles that are rarely changed, such as the core purpose and structure of the organisation. For example, in the context of the American Legion Auxiliary, the constitution should constitute the Articles of Incorporation. It should not include details such as the amount of dues charged, which belong in the bylaws or standing rules.
Constitutions are particularly important in the context of nations. The Constitution of a nation is the supreme law of the land, establishing governmental authority and power, as well as limitations and grants of rights. For example, the Constitution of the United States established a system of government and serves as the primary source of law.
In the context of organisations, a constitution is a governing document that an organisation submits for review. It is a legal document that governs the operations of the organisation and covers items such as membership, election, discipline, and finances. It is important to note that some organisations may choose to have only a constitution, only bylaws, or both working together.
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Bylaws: day-to-day operations
A constitution and bylaws are both governing documents, or documents of authority, that dictate the rules and structure of an organisation. The constitution is the higher authority, and the bylaws must comply with it. While the constitution contains the fundamental framework of the organisation, the bylaws govern the day-to-day operations.
Bylaws are the internal rules that govern a corporation's structure, procedures, and responsibilities. They are legally binding and can be brought to court if violated. They establish and protect rights and outline the specific roles, duties, and responsibilities of each member, the board of directors, and other committees. They also dictate voting procedures, conflict-of-interest policies, and amendment processes.
The bylaws will explain the governing structure of the organisation, such as who reports to whom, and outline the official offices of the group, with their correct titles and required duties. They also detail the procedures for filling and vacating offices, such as how an office is elected or appointed, and what must happen for someone to be removed from office.
Bylaws are necessary for corporations, including nonprofits, and are beneficial for LLCs. They are typically reviewed and revised periodically, and well-written bylaws will ensure the organisation runs smoothly by providing solutions for any issues that may arise.
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Frequently asked questions
A constitution is a system of fundamental principles, doctrine, and laws that serve as the basis for the governance of a nation or organization. Bylaws are the governing regulations of a corporation or society's internal affairs.
Some organizations have one or the other, or both. If an organization has both, the constitution ranks higher and the bylaws must comply with it.
A constitution should contain the core purpose and structure of an organization. It should also include the most basic rules, considered important and not meant to be changed often.
Bylaws should include fundamental rules voted on by the organization, as well as rules for day-to-day operations. For example, bylaws might include the amount of dues charged by an organization.
Bylaws should be amended every five to ten years as needed. They should be marginally less difficult to change than the constitution.
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