Omar Bennett
Constitutions and bylaws are both governing documents that dictate the rules and structure of an organization. The constitution is the highest authority, containing the fundamental framework of the organization, while the bylaws outline the detailed, operational rules that govern the organization's daily workings. Bylaws are more flexible and can be revised as needed, whereas constitutions are deliberately made difficult to change. Organizations can choose to adopt either a constitution only, bylaws only, or both working together, with the specific content of each document tailored to their needs.
| Characteristics | Values |
|---|---|
| Level of Authority | The constitution ranks higher than the bylaws. |
| Contents | The constitution contains the basic rules and structure of an organization, while the bylaws contain detailed, operational rules. |
| Frequency of Changes | The constitution is harder to change than the bylaws. |
| Number of Documents | An organization can choose to have a single document (either only constitution or only bylaws) or both. |
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What You'll Learn
- Bylaws and constitutions are both governing documents, or documents of authority
- Constitutions are deliberately difficult to change, requiring a higher vote threshold than bylaws
- Bylaws outline the workings of a corporation, such as how directors are elected
- Constitutions contain the basic rules and structure of an organisation
- Bylaws are more detailed and operational, and can be revised as needed
Bylaws and constitutions are both governing documents, or documents of authority
Bylaws and constitutions are indeed both governing documents, or documents of authority, that dictate the rules and structure of an organisation. They are hierarchical, with the constitution being the higher authority, and the bylaws sitting underneath. The constitution is a brief document that contains the fundamental framework of an organisation and is deliberately difficult to change. It is meant to provide a stable base for the organisation and is not amended frequently.
The bylaws, on the other hand, are the more detailed document, containing the operational rules of the organisation. They are more flexible and can be revised to reflect changing circumstances and goals. Bylaws are usually only marginally more difficult to change than the constitution. They might include rules on how directors are elected, the role of each director, finance procedures, and rules governing the transfer of shares and ownership.
The constitution and bylaws are both important for the functioning of an organisation, and they work together to provide a framework for its operations. While it is preferable to have a single governing document to reduce potential conflicts between the two, many organisations choose to have both to provide a more detailed framework for their operations.
In the context of a local league, for example, the constitution is the governing document that the league submits for review to a higher authority, such as Little League International. It is a legal document that establishes the basic rules and structure of the league. The bylaws, in this case, would contain the more detailed operational rules that govern the league's day-to-day functions.
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Constitutions are deliberately difficult to change, requiring a higher vote threshold than bylaws
The constitution and bylaws are both governing documents, or documents of authority, that organisations use to outline their rules and structure. While the constitution ranks higher in the hierarchy and is a higher authority, the bylaws provide the detailed, operational rules, such as election rules, committee terms of reference, and member discipline.
Constitutions are deliberately made difficult to change. They are meant to contain the fundamental framework of an organisation and are therefore not meant to be changed often. Changing a constitution may require more steps, involve more actors, and have a higher vote threshold than bylaws. For example, a two-thirds vote of the legislature may be required to amend a constitution, which is a higher threshold than a simple majority vote.
The rationale behind making it more difficult to amend a constitution is to enhance stability in the making of law and the operation of government. Entrenchment, or the protection of the constitution from frequent changes, is a key aspect of this stability. However, in today's rapidly changing social and technological landscape, constitutional stability is under pressure.
While it is generally agreed that constitutions should be harder to amend than bylaws, the specific procedures for amending a constitution vary. Some sources argue that a large vote threshold, such as a two-thirds majority, increases the amendment rate, suggesting that higher vote thresholds lead to higher amendment rates. Other factors that can affect the amendment rate include the number of actors involved in the proposal and approval phases, the length of the process, and the requirement for votes in multiple parliamentary sessions.
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Bylaws outline the workings of a corporation, such as how directors are elected
Bylaws are an essential component of a corporation's legal foundation, outlining the rules and procedures that govern its operations. They are distinct from a constitution, which serves as a higher authority document outlining the fundamental framework of an organization. While constitutions are deliberately designed to be challenging to amend, bylaws offer more flexibility and detail regarding the day-to-day management of a corporation.
Bylaws play a crucial role in outlining the workings of a corporation, including the election of directors. They establish the minimum number of directors required and the term lengths for their service. For instance, bylaws may specify one-, two-, three-, or five-year terms for directors, with the possibility of staggered boards. Shareholders typically play a role in electing and re-electing directors during annual meetings.
The bylaws also define the composition, powers, and duties of the board of directors. They outline the qualifications, selection process, and responsibilities of board members, ensuring transparency and accountability in their actions. The board of directors, in turn, selects the officers of the corporation, such as the president, vice president, or treasurer.
Additionally, bylaws provide rules and guidelines for shareholder meetings, including the date, time, and frequency of these meetings. They establish voting procedures, quorum requirements, and decision-making processes. Bylaws may also address conflicts of interest, ensuring that decisions are made in the best interest of the corporation rather than influenced by personal considerations.
Overall, bylaws are crucial in maintaining the smooth functioning of a corporation, providing a legal framework for decision-making, governance, and the election and roles of directors. They ensure that the corporation operates consistently and in alignment with its objectives.
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Constitutions contain the basic rules and structure of an organisation
Constitutions are an organisation's most important governing document, containing the fundamental framework and basic rules of the organisation. They are deliberately made difficult to change, requiring greater-than-normal notice and a higher vote threshold than a simple majority. Constitutions are often accompanied by bylaws, which contain more detailed, operational rules, such as election rules, committee terms of reference, member discipline, and duties of officers.
Incorporated associations must have a governing document, which can be called a 'constitution' or 'rules'. This document sets out the roadmap for how the association will operate, including its basic structure and processes. It is a legal requirement that an association and its members follow the rules set out in this document. When incorporated associations are set up, they can choose to adopt 'model rules'—a template set of rules—or write their own rules, provided they meet certain legal requirements.
The term 'bylaws' is used in Robert's Rules of Order Newly Revised (RONR) to refer to any of three models an organisation might adopt: a constitution only; bylaws only; or both a constitution and bylaws operating together. If an organisation has both, the constitution ranks higher and is a higher authority than the bylaws, which must comply with and cannot contradict the constitution. The benefit of having a single document, either a constitution or bylaws, is that it reduces potential duplication or conflict between the two.
The basic definition of a constitution, as described by Aristotle in 350 BC, is "the arrangement of the offices in a state". Constitutions typically seek to regulate the relationship between the institutions of the state, including the relationship between the executive, legislature and judiciary, and the relationship of institutions within those branches. They also attempt to define the relationship between individuals and the state and establish the broad rights of individual citizens.
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Bylaws are more detailed and operational, and can be revised as needed
Bylaws are a set of rules that govern the internal workings of an organization, corporation, or society. They are more detailed and operational than a constitution and can include topics such as how directors are elected, the role of each director, accounting and finance procedures, dissolution clauses, and rules governing the transfer of shares and ownership. Bylaws can be as detailed or simple as an organization requires, allowing for flexibility or creating a detailed system of governance.
The primary distinction between a constitution and bylaws is that the constitution forms the fundamental framework of an organization, containing its basic rules and structure. It is a higher authority than the bylaws and is deliberately made difficult to change, requiring greater-than-normal notice requirements and a higher vote threshold.
On the other hand, bylaws are more dynamic and can be revised as needed to reflect changing realities, expectations, and goals. They provide the operational guidelines for the day-to-day functioning of an organization. For example, in the context of a corporation, bylaws might outline the procedures for accounting and finance, providing a framework for the financial operations of the company.
The relationship between a constitution and bylaws can vary. Some organizations may choose to adopt only a constitution, only bylaws, or both working together. If an organization has both, the constitution takes precedence and the bylaws must comply with and not contradict it. However, the specific combination chosen depends on the organization's preferences and needs.
In summary, bylaws are an essential component of an organization's governance, providing detailed operational guidelines that can be revised to adapt to changing circumstances. They work in conjunction with or as a supplement to the constitution, ensuring the smooth functioning of the organization while allowing for flexibility and adaptability.
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Frequently asked questions
A constitution is a relatively brief document that outlines the basic rules and structure of an organization, while bylaws are more detailed and focus on the day-to-day operations of the organization. Bylaws can be amended more frequently than a constitution.
Yes, an organization can choose to have both a constitution and bylaws, or just one of them. If an organization has both, the constitution ranks higher in authority and the bylaws must comply with it.
Common bylaw topics include how directors are elected, the role of each director, accounting and finance procedures, dissolution clauses, and rules governing the transfer of shares and ownership.
