Constitution and Bylaws

The Constitution of an organization contains the fundamental principles which govern its operation. The Bylaws establish the specific rules of guidance by which the group is to function. All but the most informal groups should have their basic structure and methods of operation in writing.

Why have a Constitution?

By definition an organization is a “body of persons organized for some specific purpose, as a club, union, or society.” The process of writing a constitution will serve to:

  • Clarify your purpose
  • Delineate your basic structure
  • Provide the cornerstone for building an effective group
  • Allow members and potential members to have a better understanding of what the organization is all about and how it functions

If you keep in mind the value of having a written document that clearly describes the basic framework of your organization, the drafting of the Constitution will be a much easier and more rewarding experience.

What should be covered by a Constitution?

The following is an outline of the standard information to be included in a Constitution. The objective is to draft a document that covers these topics in a simple, clear and concise manner.

Article I - The name of the organization
Article II - Affiliation with other groups (local, state, national, etc.)
Article III -Purpose, aims, functions of the organization
Article IV - Membership requirements and limitations
Article V - Officers (titles, term of service, how and when elected)
Article VI - Advisor (term of service, how selected)
Article VII - Meetings (frequency, special meetings and who calls them)
Article VIII - Quorum (number of members required to transact business)
Article IX - Referendum and Recall (procedures and handling)
Article X - Amendments (means of proposal, notice required, voting requirements)
Article XI - Ratification (requirements for adopting this constitution)

Why have Bylaws?

The Constitution covers the fundamental principles but does not prescribe specific procedures for operating your organization. Bylaws set forth in detail the procedures your group must follow to conduct business in an orderly manner. They provide further definition to the Articles of the Constitution and can be changed more easily as the needs of the organization change.

What should be included in the Bylaws?

Bylaws must not contradict provisions in the Constitution. They generally contain specific information on the following topics:

  1. Membership (selection requirements, resignations, expulsion, rights and duties)
  2. Dues (amount and collection procedures, any special fees, when payable)
  3. Duties of Officers (powers, responsibilities, specific job descriptions, procedures for filling unexpired terms of office, removal from office).
  4. Executive Board (structure, composition, powers)
  5. Committees (standing, special, how formed, chairperson’s roles, meetings, duties, powers)
  6. Order of Business (standard agenda for conducting meetings)
  7. Parliamentary Authority (provisions for rules of order, generally Roberts Rules of Order - Newly Revised
  8. Amendment Procedures (means of proposals, notice required, voting requirements)
  9. Other specific policies and procedures unique to your organization necessary for its operation

Putting your Constitution to use

Remember the reasons for having a Constitution and Bylaws. They articulate the purpose of your organization and spell out the procedures to be followed for its orderly functioning. Constitutions usually require a 2/3 vote of the membership for adoption. Bylaws only require a simple majority for passage. Once you have developed your Constitution and Bylaws review them often. The needs of your group will change over time and it is important that the Constitution and Bylaws are kept up to date to reflect the current state of affairs.

Make sure every new member of the organization has a copy of them. This will help to unify your members by informing them about the opportunities that exist for participation and the procedures they should follow to be an active, contributing member. A thorough study of the Constitution and Bylaws should be a part of officer training and transition.