Jonah Patel
A constitution is a document that outlines the fundamental principles and rules of an organization or government. It establishes the purpose, structure, and functions of the entity it governs. For example, the Constitution of the United States is the supreme law of the land, outlining the rights and responsibilities of its citizens and the federal government. It is considered a living document as it can be amended to accommodate changes. Bylaws, on the other hand, are the written rules that govern the internal affairs of an organization or group. They are often considered a type of constitution, outlining the group's official name, purpose, membership requirements, officer roles, and meeting procedures. Bylaws provide clarity and consistency in an organization's operations, helping to resolve issues and maintain focus on their mission. While constitutions typically apply on a larger scale, bylaws are more detailed and specific to the organization they govern.
| Characteristics | Values |
|---|---|
| Type of document | Governing documents or documents of authority |
| Purpose | Serves as the basis for the governance of a nation or organization |
| Content | Doctrine, principles, laws, rules, and policies |
| Hierarchy | Constitution ranks higher than bylaws |
| Frequency of amendment | Constitution is deliberately made difficult to change; bylaws must be approved annually |
| Length | Constitution should be brief; bylaws are more detailed |
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What You'll Learn
Constitutions are a higher authority than bylaws
Constitutions and bylaws are both governing documents, or "documents of authority", that organisations use to outline their rules and structure. While the specific content of these documents can vary, there is a clear hierarchy: the constitution ranks higher than the bylaws.
The constitution is the fundamental framework of an organisation, containing the most basic rules and structure. It is a higher authority than the bylaws, which must comply with and cannot contradict it. Constitutions are deliberately made difficult to change, requiring greater-than-normal notice and a higher vote threshold than a simple majority (often a two-thirds majority is needed). This is to ensure that the core principles of an organisation are not altered too frequently.
By contrast, bylaws contain the detailed, operational rules that govern the day-to-day business of an organisation. They might include items such as election rules, committee terms of reference, member discipline, and the duties of officers. Bylaws are typically easier to amend than constitutions, usually requiring only a majority vote, though the process should still be challenging to prevent constant changes.
Having both documents serves an important purpose, but some organisations opt for a single governing document, which can be either a constitution or bylaws. This reduces potential duplication and conflict between two documents. However, the benefit of having both is that it allows for a clear distinction between fundamental rules and operational ones, with the constitution serving as the higher authority.
In summary, while both constitutions and bylaws are important governing documents, the constitution takes precedence. It provides the underlying structure and principles of an organisation, while the bylaws outline the specific rules and policies that govern its daily operations.
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Bylaws are used to manage day-to-day operations
A constitution is a legal document that outlines the fundamental principles and rules of an organisation, such as a government, company, or society. It establishes the structure, powers, and duties of the organisation and its members. On the other hand, bylaws are the rules and guidelines that govern the internal operations of an organisation. They are created to manage the day-to-day operations of the organisation and ensure it runs smoothly.
Bylaws are essential for providing clarity and consistency in an organisation's operations. They outline the specific roles, duties, and responsibilities of each member, committee, board of directors, and other stakeholders. For example, bylaws may specify the correct titles and required duties of officers, as well as the length of their terms. They also establish rights and protect them. In the case of corporations, bylaws are written by the owners and define the number of shares the corporation can issue and the basic structure of the company.
Bylaws are particularly important for non-profit organisations, where they serve as legal documents that must be upheld. They often need to be filed with the Secretary of State of the state in which the non-profit is incorporated or registered. For corporations, bylaws are a legal requirement in most states and must be tailored to meet the specific needs of the business. They ensure consistent and agreed-upon voting and decision-making procedures, providing a mechanism for dispute resolution and maintaining a clear separation between business and personal interests.
The presence of bylaws is also beneficial for organisations that undergo changes in their purpose or operations. They can be amended as needed to reflect the evolving nature of the organisation. Amendments can be suggested by anyone or a designated group and should be formally adopted to maintain the relevance and effectiveness of the bylaws.
In summary, bylaws are crucial for managing the day-to-day operations of an organisation by providing legal guidelines, defining roles and responsibilities, protecting rights, ensuring consistency, and offering a framework for dispute resolution. They are adaptable and ensure the smooth functioning of the organisation.
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Constitutions are difficult to change
A constitution is a legal document that governs the operations of an organisation or state. Bylaws are the operational rules and policies that are used to manage and operate a program. They are approved annually and deal with the day-to-day running of an organisation.
Constitutions are notoriously difficult to change. For example, the US Constitution is considered the world's most difficult constitution to amend. This is due to a number of factors, including partisan divisions, which complicate efforts to coordinate decision-making across levels of government. Federalism also plays a role, as the US Constitution now requires the agreement of three-quarters of states to be amended, which is significantly more difficult to achieve than when there were only thirteen states.
The high bar for passing an amendment is a feature of many constitutions and is intended to protect against the partisanship that sways legislatures. Amendments may require the approval of a supermajority of states, as in the US, or a supermajority of legislators, as is the case in other countries. For example, in the UK, a supermajority of MPs is required to amend certain parts of the uncodified constitution.
The difficulty in amending a constitution is not always a negative feature. For instance, the constitution of a sports league may be difficult to amend to protect against the short-term interests of the current championship holders. However, in some cases, the inability to amend a constitution may be cause for concern. The US Constitution, for example, has been criticised for its inability to adapt to modern times, with efforts to renovate its outdated architecture on elections failing.
Despite the difficulty in amending constitutions, it is not impossible. The US Constitution, for example, was amended four times in less than a decade during the Progressive Era, a period of intense social activism and institutional reform. This caused concern among observers that the constitution was too easily amendable, leading to an over-correction whereby it became much harder to amend.
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Bylaws must be approved annually
A constitution is a governing document that outlines the fundamental principles and rules of an organisation, such as a local league or a nonprofit. It covers areas like membership, elections, discipline, and finances. Bylaws, on the other hand, are the tools used by these organisations to manage and operate their programs. They deal with the day-to-day operational rules and policies, such as meeting frequencies, special meetings, and notices of meetings.
- Drafting and Review: The process of drafting bylaws often involves seeking examples from similar groups to gain insights into style and content. It is important not to copy another group's bylaws but rather to use them as a guide. The drafting process may be assigned to a specific person or divided among multiple individuals, each responsible for different sections. Once a draft is prepared, it is essential to distribute copies to all relevant parties in advance of the approval meeting. This allows for careful consideration, identification of potential issues, and suggestions for improvement.
- Approval Meeting: Bylaws are typically approved during an annual meeting or a special meeting convened for this purpose. The frequency and nature of these meetings should be outlined in the bylaws themselves. It is common to specify the minimum and maximum number of board members required for official decisions, also known as a quorum.
- Voting and Amendments: The approval process may involve voting, with some decisions requiring a simple consensus while others needing unanimous agreement. Amendments to the bylaws should follow the procedures outlined therein. Amendments may be proposed by the board of directors or the membership, depending on the structure of the organisation.
- Review and Relevance: It is essential to periodically review the bylaws to ensure they remain relevant and accurately reflect the organisation's functioning. A review every one or two years is generally recommended. This process may involve comparing the bylaws against the actual practices of the board and identifying areas where adherence to specific provisions could be improved.
By following these steps and treating bylaws as a living document, organisations can ensure that their governing practices remain up-to-date, practical, and effective. Regular approval and review of bylaws help to maintain the efficiency of the organisation and allow for necessary changes to be implemented.
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Bylaws include detailed, operational rules
A constitution is a legal document that governs the operations of an organisation. It covers areas such as membership, election, discipline, and finances. Bylaws, on the other hand, are the detailed, operational rules that govern the day-to-day running of an organisation. They are the internal operating manual and include rules on the organisation's structure, management, and procedures. Bylaws are a legal document and an organisation may be challenged in court if it violates them.
Bylaws are essential in helping an organisation map out its purpose and the practical, day-to-day details of how it will operate. They are a set of rules adopted by a corporation's board of directors after the company has been incorporated. Bylaws are a private, internal document that does not need to be filed with the state or any government entity. However, a corporation may not legally exist until its board of directors has formally adopted bylaws or addressed how the company will be run.
Bylaws should include provisions for electing and appointing officers and specifying their responsibilities. Officers oversee the day-to-day operations and report to the board of directors. Bylaws should also outline the governing structure, such as who reports to whom. Additionally, bylaws should specify whether the organisation will meet regularly or only as needed, and they should explain who has the authority to call meetings and how notice of meetings must be given.
The bylaws should also cover meeting procedures, such as whether Robert's Rules of Order will be used, the prerogatives of the Chair, and who is given the floor. Special meetings should also be addressed, including who has the authority to call them and who may attend. If the organisation holds an annual meeting, the specifics of how this will be arranged should be included.
It is important to note that bylaws should only include fundamental rules and should not include information that changes frequently, such as staff job descriptions or fundraising guidelines. Bylaws provide a framework for the organisation's operations, but the specific details may vary depending on the unique needs of the organisation.
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Frequently asked questions
A constitution is a document that outlines the basic rules and structure of a nation or organization. It serves as the foundation for governance and typically includes information such as the name, purpose, and head office of the organization, as well as the size of its board and the number of officers.
Bylaws are detailed, operational rules that govern the day-to-day activities of an organization. They cover specific policies and procedures, such as election rules, committee terms, and membership discipline. Bylaws must be approved annually and comply with the constitution.
A constitution is designed to be a stable document that is difficult to amend. Changing it usually requires special procedures, such as greater-than-normal notice periods and a higher vote threshold than a simple majority.
The constitution is the higher authority between the two. While the constitution outlines the fundamental framework, bylaws provide detailed rules for the organization's operations. The constitution is harder to change, while bylaws must be approved annually.
The constitution typically includes the name, purpose, and head office location of an organization. It also covers the size and structure of the governing body, such as the number of officers and the length of their terms. Additionally, it may include annual meeting requirements, fiscal year specifications, and the definition of members.
